NO RIGHTS TO PURCHASE OR REGISTER STOCK Sample Clauses

NO RIGHTS TO PURCHASE OR REGISTER STOCK. No person, firm, or corporation has any written or oral agreement, option, warrant, call, understanding, commitment, or any right or privilege capable of becoming a binding agreement, for either the purchase of any Shares or the acquisition of shares of any other class of capital stock of the Company, and the Company has not otherwise agreed to issue or sell any shares of its capital stock and has no obligation to register any of the Shares under the Securities Act. The Company is not obligated directly, indirectly or contingently to purchase any Shares.
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NO RIGHTS TO PURCHASE OR REGISTER STOCK. Excepting only (a) the shares of Provant Common Stock to be issued as Merger Shares and as merger consideration in the Additional Mergers, (b) the shares of Provant Common Stock to be sold in the IPO, and (c) the shares of Provant Common Stock to be issued pursuant to Provant Options under the Plan, no person, firm, or corporation has any written or oral agreement, option, warrant, call, understanding, commitment, or any right or privilege capable of becoming a binding agreement, for either the purchase of any shares of Provant Common Stock or the acquisition of shares of any other class of capital stock of Provant, and Provant has not otherwise agreed to issue or sell any shares of its capital stock and has no obligation to register any shares of Provant Common Stock under the Securities Act. Provant is not obligated directly, indirectly or contingently to purchase any shares of Provant Common Stock. No person, firm, or corporation has any written or oral agreement, option, warrant, call, understanding, commitment, or any right or privilege capable of becoming a binding agreement, for the purchase or other acquisition of any shares of capital stock of Acquisition or of any subsidiary of Provant that will be merged with an Additional Company, and neither Acquisition nor any such other subsidiary has otherwise agreed to issue or sell any shares of its capital stock or to register any shares of its capital stock under the Securities Act.
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NO RIGHTS TO PURCHASE OR REGISTER STOCK. Excepting only (a) the shares of Provant Common Stock to be issued as Merger Shares and as merger consideration in the Additional Mergers, (b) the shares of Provant Common Stock to be sold in the IPO, and (c) the shares of Provant Common Stock to be issued pursuant to Provant Options under the Plan, no person, firm, or corporation has any written or oral
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NO RIGHTS TO PURCHASE OR REGISTER STOCK. No person, firm, or corporation has any written or oral agreement, option, warrant, call, understanding, commitment, or any right or privilege capable of becoming a binding agreement, for the acquisition of shares of any class of capital stock of either Company, and neither Company has otherwise agreed to issue or sell any shares of its capital stock or obligated itself to register or qualify for distribution any shares of capital stock with the governing governmental authorities. Neither Company is obligated directly, indirectly or contingently to purchase any shares of capital stock except for the Redeemed Shares. The cancellation of the shares of the capital of Ontario Vacations Corporation ("OVC") and Execupart City Centre Inc. ("ECCI") held by Granite Development Corporation or Granite Capital Development Corporation (Northern and Eastern), as the case may be, was validly effected under applicable law and such shares were validly cancelled so that at the dates of amalgamation of such corporations with Global, neither Granite Development Corporation nor Granite Development Corporation (Northern and Eastern), nor their successors in interest, was a shareholder of OVC or ECCI as the case may be, or became a shareholder of the amalgamated entity. Global does not have any liability or obligation to either Granite Development Corporation or Granite Capital Development Corporation (Northern and Eastern), or their successors in interest.
Sample 1
NO RIGHTS TO PURCHASE OR REGISTER STOCK. No person, firm or corporation has any written or oral agreement, option, warrant, call, understanding, commitment, or any right or privilege capable of becoming a binding agreement for the acquisition of shares of any Capital Stock of Dxxxx-Standard or the German Subsidiaries, the U.K. Subsidiary or the French Subsidiary. Except as provided by this Agreement, neither Dxxxx-Standard nor Crompton has otherwise agreed to issue or sell any shares of Dxxxx-Standard's Capital Stock. Dxxxx-Standard is not obligated directly, indirectly or contingently to purchase any shares of its Capital Stock, and since January 1, 1995, Dxxxx-Standard has not, directly or indirectly, repurchased any shares of its Capital Stock.
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NO RIGHTS TO PURCHASE OR REGISTER STOCK. No person, firm or corporation has any written or oral agreement, option, warrant, call, understanding, commitment, or any right or privilege capable of becoming a binding agreement for the acquisition of membership interests of any Capital Stock of BCCM. Except as provided by this Agreement, neither BCCM nor BCCM Holdings has otherwise agreed to issue or sell any membership interests of BCCM's Capital Stock. BCCM is not obligated directly, indirectly or contingently to purchase any membership interests of its Capital Stock and BCCM has not, directly or indirectly, repurchased any membership interests of its Capital Stock.
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Related to NO RIGHTS TO PURCHASE OR REGISTER STOCK

  • No Rights to Purchase Preferred Stock The issuance and sale of the Shares as contemplated hereby will not cause any holder of any shares of capital stock, securities convertible into or exchangeable or exercisable for capital stock or options, warrants or other rights to purchase capital stock or any other securities of the Company to have any right to acquire any shares of preferred stock of the Company.

  • Distributions Other Than Cash, Shares or Rights to Purchase Shares (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7, and (iii) the Depositary shall have determined that such distribution is reasonably practicable.

  • Distribution of Rights to Purchase Shares (a) Distribution to ADS Holders Whenever the Company intends to distribute to the holders of the Deposited Securities rights to subscribe for additional Shares, the Company shall give notice thereof to the Depositary at least 60 days prior to the proposed distribution stating whether or not it wishes such rights to be made available to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such rights to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall determine, whether it is lawful and reasonably practicable to make such rights available to the Holders. The Depositary shall make such rights available to Holders only if (i) the Company shall have timely requested that such rights be made available to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7, and (iii) the Depositary shall have determined that such distribution of rights is lawful and reasonably practicable. In the event any of the conditions set forth above are not satisfied, the Depositary shall proceed with the sale of the rights as contemplated in Section 4.4(b) below or, if timing or market conditions may not permit, do nothing thereby allowing such rights to lapse. In the event all conditions set forth above are satisfied, the Depositary shall establish an ADS Record Date (upon the terms described in Section 4.7) and establish procedures (x) to distribute such rights (by means of warrants or otherwise) and (y) to enable the Holders to exercise the rights (upon payment of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes and other governmental charges). Nothing herein shall obligate the Depositary to make available to the Holders a method to exercise such rights to subscribe for Shares (rather than ADSs).

  • Rights to Purchase There are no outstanding agreements, options, rights of first refusal, conditional sales agreements or other agreements or arrangements, whether oral or written, regarding the purchase and sale of the Property, or which otherwise affect any portion of or all the Property. The representation contained in this Section 5.21 shall be true at and as of Closing.

  • No Other Registration Rights During the period commencing on the date hereof and ending on the Post-Closing Date, the Company shall not file any registration statement that provides for the registration of shares of Common Stock to be sold by security holders of the Company, other than the Purchaser and/or its respective Affiliates or assigns, without the prior written consent of the Purchaser or its assigns, provided, however, that the limitation on the right to file registration statements contained in this Section 4.22 shall not apply to registration statements relating solely to (i) employee benefit plans, notwithstanding the inclusion of a resale prospectus for securities received under any such employee benefit plan, or (ii) business combinations not otherwise prohibited by the terms of this Agreement or the other Transaction Documents. This registration restriction is in addition to the Company's registration restrictions set forth in Section 4.24.

  • No Rights in Option Stock Optionee shall have no rights as a stockholder in respect of any shares subject to the Stock Option unless and until Optionee has exercised the Stock Option in complete accordance with the terms hereof, and shall have no rights with respect to shares not expressly conferred by this Agreement.

  • Other Registration Rights The Company represents and warrants that no person, other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

  • No Rights to Employment The Participant acknowledges and agrees that the vesting of the Shares pursuant to Section 2 hereof is earned only by continuing service as an employee at the will of the Company (not through the act of being hired or purchasing shares hereunder). The Participant further acknowledges and agrees that the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of continued engagement as an employee or consultant for the vesting period, for any period, or at all.

  • Sufficient Number of Shares Registered In the event the number of shares available under any Registration Statement is insufficient to cover all of the Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated portion of the Registrable Securities pursuant to Section 2(h), the Company shall amend such Registration Statement (if permissible), or file with the SEC a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises (but taking account of any Staff position with respect to the date on which the Staff will permit such amendment to the Registration Statement and/or such new Registration Statement (as the case may be) to be filed with the SEC). The Company shall use its best efforts to cause such amendment to such Registration Statement and/or such new Registration Statement (as the case may be) to become effective as soon as practicable following the filing thereof with the SEC, but in no event later than the applicable Effectiveness Deadline for such Registration Statement. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time the number of shares of Common Stock available for resale under the applicable Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such time by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on conversion, amortization and/or redemption of the Notes or exercise of the Warrants (and such calculation shall assume (A) that the Notes are then convertible in full into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes), (B) the initial outstanding principal amount of the Notes remains outstanding through the scheduled Maturity Date (as defined in the Notes) and no redemptions of the Notes occur prior to the scheduled Maturity Date and (C) the Warrants are then exercisable in full into shares of Common Stock at the then prevailing Exercise Price (as defined in the Warrants)).

  • Registration of Shares of Common Stock Cashless Exercise at Companys Option 7.4.1 Registration of the shares of Common Stock. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business Days after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission a registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective within sixty (60) Business Days following the closing of its initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the sixtieth (60th) Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the sixty-first (61st) Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the issuance of the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act or another exemption) for that number of shares of Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) less the Warrant Price by (y) the Fair Market Value and (B) 0.361. Solely for purposes of this subsection 7.4.1, “

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