No Outstanding Rights. Except as set forth in Schedule 4.3, there are no outstanding rights (including any right of first refusal), options, or Contracts giving any Person any current or future right to require Sellers to sell or transfer to such Person or to any third party any interest in any of the Purchased Assets.
No Outstanding Rights. To the City’s Knowledge, there are no outstanding rights (including any right of first refusal), interests, options or Contracts giving any Person any current or future right to require the City or, from and after the Effective Time, SEARHC, to sell or transfer to such Person or to any third party any interest in any of the Acquired Assets.
No Outstanding Rights. Except as set forth on Schedule 5.4, there are no outstanding rights (including any rights of first refusal or offer or rights of reverter), options, or Contracts made on Seller’s behalf giving any Person any current or future right to require Seller or any of its Affiliates or, following the Closing Date, Buyer, to sell or transfer to such Person or to any third party any material interest in any of the Purchased Assets.
No Outstanding Rights. Except for this Agreement and those to be terminated on or prior to Closing, there are no, nor are there any agreements, commitments or arrangements not yet fully performed which would result in any, outstanding agreements, arrangements, subscriptions, options, warrants, calls, rights or other commitments of any character relating to the issuance, sale, purchase or redemption of the Designated Ameris Shares or, except as disclosed in the SEC Reports, the Publicly Traded Common Stock. There is no outstanding or authorized phantom stock or similar rights with respect to the Designated Ameris Shares or the Publicly Traded Common Stock. Neither Buyer nor Ameris is a party to any voting trusts, proxies or other agreements or understandings relating to the voting, dividend rights or disposition of the Designated Ameris Shares or, except as disclosed in the SEC Reports, the Publicly Traded Common Stock.
No Outstanding Rights. There are not currently any outstanding subscriptions, rights warrants, calls, commitments of sale or, other than as set forth or disclosed in the Registration Statement, the Prospectus and the General Disclosure Package, options to acquire, or instruments convertible into or exchangeable for, any common stock of the Company or any of its subsidiaries.
No Outstanding Rights. At and as of the Effective Time, the Company shall not have or be bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any kind or character calling for the Company to issue, deliver or sell, or cause to be issued, delivered or sold any shares of Company Stock or any other equity security of the Company or any securities convertible into, exchangeable for or representing the right to subscribe for, purchase or otherwise receive any share of Company Stock or any other equity security of the Company or obligating the Company to grant, extend or enter into any such subscriptions, options, warrants, calls, commitment or agreements and PHI shall have received evidence satisfactory to it of the termination or other extinguishment as of the Effective Time of all Outstanding Rights. Each holder of an Unvested Right who is not a Shareholder (each, an "OPTIONEE") shall have executed and delivered to PHI an agreement pursuant to which: (i) such Optionee shall release the Company from and against all claims the Optionee may have with respect to matters existing before the Closing Date, such release to be in the form of EXHIBIT B hereto, (ii) such Optionee shall agree to surrender, and consent to be terminated, all Outstanding Rights held by such Shareholder that are outstanding as of the Effective Time; and (iii) PHI shall grant to such Optionee in exchange for the surrender of all Unvested Rights held by such Optionee of an interest in an employee benefit plan of PHI having the value set forth on SCHEDULE 6.4 with respect to all such Unvested Rights (collectively, the "OPTIONEE AGREEMENTS").
No Outstanding Rights. Except as set forth on Schedule 4.5, the Sellers have not granted any rights (including any rights of first refusal or offer or rights of reverter or other preemptive rights), options, or entered any contracts giving any person any current or future right to require Sellers, or following the Closing Date, LifePoint Sub or the Joint Venture, to sell or transfer to such person or to any third party all or any part of the Assets outside the ordinary course of the Business.
No Outstanding Rights. There are no, nor is there any agreement, commitment or arrangement not yet fully performed which would result in any, outstanding agreements, arrangements, subscriptions, options, warrants, calls, rights or other commitments of any character relating to the issuance, sale, purchase or redemption of the Shares. There are no outstanding securities of Company other than the Shares. There are no, nor are there any commitment to declare unpaid dividends nor any obligations on behalf of Company to pay a dividend or any other payments to any of the Sellers.
No Outstanding Rights. Except as set forth on Schedule 6.6, there are no outstanding rights (including any rights of first refusal or offer or rights of reverter), options, or Contracts made on Xxxxx’x behalf giving any Person any current or future right to require Xxxxx or any of its Affiliates to sell or transfer to such Person or to any third party all or any part of the Xxxxx Obligations.
No Outstanding Rights. Except as disclosed to the Holder, the Company has not issued any warrants, options or other securities convertible into or exchangeable for shares of Common Stock and there are no registration rights outstanding with respect to any securities of the Company.
