No Other Equity. As of the Closing, the Stockholder represents and warrants that it does not own, either directly or indirectly, any other equity of the Company (including but not limited to any contingent rights to acquire equity of the Company).
No Other Equity. Except as provided in Section 5.16 --------------- with respect to the Series B Preferred Stock and except for the Series D Preferred Stock, the Company will take all appropriate steps acceptable to Parent to ensure that after the Effective Time none of the Parent, the Company or any of their respective subsidiaries is or will be bound by any Options, or any other options, warrants, rights or agreements which would entitle any Person, other than Parent or its affiliates, to own any capital stock of the Surviving Corporation or any of its subsidiaries or to receive any payment in respect thereof or have any right under the Stock Plans or otherwise to acquire any capital stock of the Company, Parent, the Surviving Corporation or any of their respective subsidiaries.
No Other Equity. Lines Section 6.12
No Other Equity. All outstanding shares of capital stock of Issuer have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth in Section 4.1(f), there are no outstanding (i) shares of capital stock or voting securities of Issuer, (ii) securities of Issuer convertible into or exchangeable for shares of capital stock or voting securities of Issuer or (iii) options or other rights to acquire from Issuer, or other obligation of Issuer to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Issuer (the items in clauses 4.1(g)(i), 4.1(g)(ii) and 4.1(g)(iii) being referred to collectively as the “Issuer Securities”). There are no outstanding obligations of Issuer to repurchase, redeem or otherwise acquire any Issuer Securities.
No Other Equity. All other claims or rights with respect to any equity or other security in the Company in which XxXxxxxxx may possess (including, but not limited to, any other claim to common stock and/or common stock options) are hereby waived and forever released and terminated.
No Other Equity. Other than as set forth in Section 3.3(a), there is no: (i) outstanding equity-based compensation award, subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Acquired Entities; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired Entities; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”), tax benefits preservation plan (or similar plan), or Contract under which any of the Acquired Entities is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities.
No Other Equity. Other than as set forth in Section 3.3(a), there is no: (i) issued, reserved for issuance or outstanding share of capital stock or other security of, or voting interests in, the Company; (ii) outstanding equity-based compensation award, subscription, option, call, warrant or right (whether or not currently exercisable) to acquire or issue, or arrangements obligating any of the Acquired Entities to acquire or issue, any shares of the capital stock or other securities of, or voting interest in, any of the Acquired Entities, or the securities, instruments or obligations described in clause (ii) hereof; (iii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of, or voting interest in, any of the Acquired Entities; (iv) other than the NOL Plan, stockholder rights plan (or similar plan commonly referred to as a “poison pill”), tax benefits preservation plan (or similar plan), or Contract under which any of the Acquired Entities is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (v) obligations of any Acquired Entity to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security, or other similar Contract relating to any capital stock or other security of, or voting interest (including any voting debt) in, such Acquired Entity to any Person other than the Company or one of the Company Subsidiaries (the items in clauses (i) through (v) as applicable to the Company referred to collectively as, the “Company Securities”). There are no outstanding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any Company Security.
No Other Equity. Except as set forth in Sections 2.3(a), 2.3(b) 2.3(c) and 2.3(d) of the Company Schedule, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Company is a party or by which it is bound obligating Company to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Company or obligating Company to grant, extend, or enter into any such subscription, option, warrant, equity security, ownership interest, call, right, commitment or agreement.
No Other Equity. The Company does not hold or own (of record or beneficially), and has never held or owned, any shares or other securities of, or any equity interest in, any Entity.
No Other Equity. Oldorff acknowledges that, excluding (I) the 2018 RSUs, (II) the Vested Options, (III) any shares of Gentherm stock that were already delivered to Oldorff prior to the Effective Date, and (IV) other unvested options, unvested restricted stock, unvested restricted stock units and unvested performance stock units previously awarded to Oldorff, all of which unvested items will never vest and will automatically terminate and be forfeited on the Separation Date, Oldorff has no other equity interests in Gentherm.
