Holdings Stock. Stock that constitutes “qualifying employer securities,” including voting or non-voting common stock of Lincoln Electric Holdings, Inc. The term “qualifying employer securities,” as defined in section 409(l) of the Code, means common stock issued by the Employer (or by a Controlled Group Member) which is readily tradable on an established securities market. If there is no common stock which meets the requirements of the previous sentence, the term “employer securities” means common stock issued by the Employer (or by a Controlled Group Member) having a combination of voting power and dividend rights equal to or in excess of (i) that class of common stock of the Employer (or of any such Controlled Group Member) having the greatest voting power, and (ii) that class of common stock of the Employer (or of any such Controlled Group Member) having the greatest dividend rights.
Holdings Stock. The certificates representing shares of Holdings Stock issued under this Agreement will be imprinted with such legends as are required pursuant to the terms and conditions of the Holdings Stockholders Agreement.
Holdings Stock. As of the Closing Date, all the shares of Holdings Stock(a) will have been duly authorized and validly issued, b) will be fully paid and non-assessable, (c) will not be subject to and will not have been issued in violation of any (d) will not have been issued in violation of any federal or state securities laws.
Holdings Stock. In exchange and as consideration for the transfer of Ventures' Interest to Holdings, at the Closing, on the terms and subject to the conditions set forth herein, Holdings agrees to sell, transfer, assign and deliver to Ventures, free and clear of all liens, pledges, encumbrances, claims and equities of every kind, a number of shares of Holdings Stock determined by dividing (a) the Total Partnership Contribution Amount by (b) $5.82 (the "Exchange").
Holdings Stock. Upon consummation of the transaction contemplated hereby and the issuance and delivery of the certificates representing the Holdings Class A Common and the Holdings Class B Common to the Shareholders, such shares will be duly authorized, validly issued, fully paid, non-assessable shares. The shares of Holdings Stock issuable upon exercise of options to purchase Holdings Stock have been duly authorized and reserved for issuance upon such exercise, and when issued upon exercise in accordance with the terms of the options, such shares of Holdings Stock will be duly and validly issued, fully paid and nonassessable.
Holdings Stock the Class A common stock, par value $0.01 per share, of Holdings; or
Holdings Stock. Subject to the terms and conditions hereof, on the Closing Date or as soon as practicable thereafter, Holdings shall pay each holder of Holdings Options who surrenders such Holdings Options for cancellation (in consideration of such cancellation), for each Share covered by such Holdings Options, a cash amount equal to (1) the Per Share Amount less (2) the applicable exercise price of such Holdings Option and (3) any withholding taxes required by applicable law. On and after the Closing Date, Purchaser shall provide to Holdings all cash funds necessary to make such payments on a timely basis. Prior to Closing, Holdings and the Company shall use all reasonable efforts to take such actions as may be necessary to effectuate the foregoing, including without limitation, obtaining all applicable consents. The cancellation of a Holdings Option in accordance with the foregoing shall be deemed a release of any and all rights the holder of such Holdings Option had or may have had in respect of such Holdings Option and any required consents received from holders of Holdings Options shall so provide.
Holdings Stock. (a) As to the Stock portion of the Contingent Consideration, the Holdings Stock shall be valued at the average closing price of the Holdings Stock on the NASDAQ National Market, as published in the Wall Street Journal, for the ten (10) trading days immediately prior to the date of payment. If the principal market for the Holdings Stock is not on The Nasdaq National Market, New York Stock Exchange or a national securities exchange and the Holdings Stock is quoted on the National Association of Securities Dealers Automated Quotations System, the Holding Stock shall be valued at the average of the means between the closing bids and the closing asked prices for the Holdings Stock for the ten (10) trading days immediately prior to the date of payment as quoted on such System. If the Holding Stock is not quoted on the National Association of Securities Dealers Automated Quotations System, the Holding Stock shall be valued at the average of the means between the highest bids and the lowest asked prices for the Holding Stock for ten (10) trading days immediately prior to the date of payment as reported by the National Quotation Bureau, Inc.
Holdings Stock. 70 4.7 Organization and Good Standing of Holdings........................70
Holdings Stock. Holdings shall issue the Holdings Stock (as hereinafter defined) to the Stockholders subject to the conditions and restrictions set forth in this Section 2.3 and otherwise provided for herein.
