No Acquisition of Voting Securities Sample Clauses

No Acquisition of Voting Securities. Except in connection with the consummation of the transactions contemplated by the Purchase Agreement, during the period beginning on the Closing Date and ending upon the later to occur of (i) the third (3rd) anniversary 15 of the Closing Date and (ii) the date on which the Board no longer includes any Investor Designee (such period, the “Standstill Period”), neither Parent nor the Investor shall, and neither Parent nor the Investor shall cause their respective Affiliates to, directly or indirectly or alone or in concert with others, acquire or seek to acquire, offer or propose to acquire or agree to acquire, or solicit an offer to sell, any direct or indirect beneficial interest in any Voting Securities or other securities of the Company that are convertible, exchangeable or exercisable for Voting Securities, other than as a result of a stock dividend, stock split or subdivision of any shares of Common Stock beneficially owned by the Investor; provided that (i) an acquisition of a beneficial interest in Voting Securities by an investment fund in which the Investor or any of its Affiliates have investments, or the acquisition by the Investor or any of its Affiliates of an interest in an investment fund that holds a beneficial interest in Voting Securities, shall not constitute a breach of this Section 4.01(a) so long as (A) the Investor or such Affiliate does not have the power to vote, or direct the voting of, or the power to dispose, or to direct the disposition of, such beneficial interest held by such investment fund in Voting Securities at the time of the acquisition of the beneficial interest in the Voting Securities by such investment fund or at the time of the acquisition of the interest in such investment by the Investor or such Affiliate and (B) such investment fund did not acquire such beneficial interest from the Investor or such Affiliate; (ii) any Transfer of Voting Securities by the Investor to a Permitted Transferee shall not constitute a breach of this Section 4.01(a) so long as the Investor complies with Section 3.03; (iii) if the Buyer Shares represent less than fifteen percent (15%) of the Total Voting Power as of the Closing, an acquisition by the Investor during the twenty-four (24)‑month period following the Closing Date of additional shares of Common Stock, resulting in the shares of Common Stock beneficially owned by the Investor representing no more than fifteen percent (15%) of the Total Voting Power as of the time of such acquis...
Sample 1
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Related to No Acquisition of Voting Securities

  • Voting Securities any securities of the Company that vote generally in the election of directors.

  • Voting Stock Stock or similar interests, of any class or classes (however designated), the holders of which are at the time entitled, as such holders, to vote for the election of a majority of the directors (or persons performing similar functions) of the corporation, association, trust or other business entity involved, whether or not the right so to vote exists by reason of the happening of a contingency.

  • Capitalization; Voting Rights (a) The Company’s authorized capital stock, as of immediately prior to the Closing, is composed of (i) 10,000,000 shares of Common Stock, with 100,000 shares having been issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 35,484.07 shares have been issued and are presently outstanding.

  • Capital Stock Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, or the holders of any of the following securities, the following shall occur:

  • Voting Debt No bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries (i) having the right to vote on any matters on which stockholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is any way based upon or derived from capital or voting stock of the Company, are issued or outstanding as of the date hereof (collectively, “Voting Debt”).

  • Capital Stock Matters The Common Stock conforms in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in all material respects in the Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

  • Voting by Shareholders (a) Shareholders shall not have the power to vote on any matter except: (i) for the election or removal of Trustees to the extent and as provided in Article V hereof; and (ii) with respect to such additional matters relating to the Trust as may be required by law or as the Trustees may consider and determine necessary or desirable.

  • Holding Securities The Custodian shall identify on its books as belonging to the Portfolios the foreign securities held by each Foreign Sub-Custodian or Foreign Securities System. The Custodian may hold foreign securities for all of its customers, including the Portfolios, with any Foreign Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers, provided however, that (i) the records of the Custodian with respect to foreign securities of the Portfolios which are maintained in such account shall identify those securities as belonging to the Portfolios and (ii), to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities so held by the Foreign Sub-Custodian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.

  • Effect of Merger on Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any equity interests of the Company or Merger Sub, as applicable:

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