NO SALES OF CAPITAL STOCK Sample Clauses

NO SALES OF CAPITAL STOCK. Between the date of this Agreement and the Effective Time, the Stockholders shall neither sell, exchange, deliver, assign, pledge, encumber nor otherwise transfer or dispose of any Company Stock owned beneficially or of record by the Stockholders, nor grant any right of any kind to acquire, dispose of, vote or otherwise control in any manner such shares of Company Stock; provided, however, that notwithstanding anything to the contrary stated herein, any transferee, executor, heir, legal representative, successor or assign of the Stockholders shall be bound by this Agreement.
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NO SALES OF CAPITAL STOCK. (a) Microsoft agrees that, from the date of this Agreement and continuing to the Closing Date, it will not sell, transfer or otherwise dispose of any shares of the capital stock of TITUX xxxed by Microsoft to any Person other than a direct or indirect wholly owned subsidiary of Microsoft Corp. (to which it sells, transfers or disposes of all of the shares of TITUX Xxxmon Stock owned by it), or one of the other TITUX Xxxreholders, and that it will not make any such sale, transfer or disposition if it would be reasonably likely to adversely affect the IPO. (b) Itochu agrees that, from the date of this Agreement and continuing to the Closing Date, it will not sell any shares of the capital stock of TITUX xxxed by Itochu to any Person other than a direct or indirect wholly owned subsidiary of Itochu (to which it sells, transfers or disposes of all of the shares of TITUX Xxxmon Stock owned by it), or one of the other TITUX Xxxreholders, and that it will not make any such sale, transfer or disposition if it would be reasonably likely to adversely affect the IPO. (c) Toshiba agrees that, from the date of this Agreement and continuing to the Closing Date, it will not sell any shares of the capital stock of TITUX xxxed by Toshiba to any Person other than a direct or indirect wholly owned subsidiary of Toshiba (to which it sells, transfers or disposes of all of the shares of TITUX Xxxmon Stock owned by it), or one of the other TITUX Xxxreholders, and that it will not make any such sale, transfer or disposition if it would be reasonably likely to adversely affect the IPO. (d) Sumitomo agrees that, from the date of this Agreement and continuing to the Closing Date, it will not sell any shares of the capital stock of Jupiter owned by Sumitomo to any Person other than a direct or indirect wholly owned subsidiary of Sumitomo, LMC or a direct or indirect wholly owned subsidiary of LMC and that it will not make any such sale, transfer, or other disposition if it would be reasonably likely to adversely affect the IPO. (e) Liberty Media agrees that, from the date of this Agreement and continuing to the Closing Date, it will not sell any shares of the capital stock of Jupiter owned by Liberty Media to any Peon other than a direct or indirect wholly owned Subsidiary of LMC, Sumitomo a direct or indirect wholly owned subsidiary of Sumitomo or, after August 31, 2000, an Affiliate of Liberty Media and that it will not make any such sale, transfer or other disposition if it would ...
NO SALES OF CAPITAL STOCK. Between the date of this Agreement and the Closing, neither the Company nor the Sellers shall sell, exchange, deliver, assign, pledge, encumber, bequeath, gift or otherwise transfer or dispose of or encumber any shares of capital stock of the Company owned beneficially or of record by the Company or the Sellers, except for any transfer or other disposition by operation of law and except in connection with the Transaction Documents, nor grant any right of any kind to acquire, dispose of, vote or otherwise control in any manner such shares of capital stock of the Company (other than in connection with the Transaction Documents); provided, however, that anything herein to the contrary notwithstanding, any transferee, executor, administrator, heir, legal representative, successor or assign of the Sellers (or other Person to which capital stock of the Company is issued or transferred) shall be bound by this Agreement.
NO SALES OF CAPITAL STOCK. Between the date of this Agreement and the Closing Date, the Seller shall not sell, exchange, deliver, assign, pledge, encumber or otherwise transfer or dispose of any Company Shares owned beneficially or of record by the Seller, nor grant any right of any kind to acquire, dispose of, vote or otherwise control in any manner such Company Shares; provided, however, that notwithstanding anything to the contrary stated herein, any transferee, executor, heir, legal representative, successor or assign of the Seller shall be bound by this Agreement.
NO SALES OF CAPITAL STOCK. Between the date of this Agreement and the Closing and except for the Share Exchange, none of the Sellers nor Holdings or Healthcare, shall sell, exchange, deliver, assign, pledge, encumber, bequeath, gift or otherwise transfer or dispose of any shares of capital stock of Holdings, Healthcare or Medical Express owned beneficially or of record by Such Seller, Holdings or Medical Express, except for any transfer or other disposition by operation of law, nor grant any right of any kind to acquire, dispose of, vote or otherwise control in any manner such shares of capital stock of Holdings, Healthcare or Medical Express; provided, however, that anything herein to the contrary notwithstanding, any transferee, executor, administrator, heir, legal representative, successor or assign of any Seller shall be bound by this Agreement.
NO SALES OF CAPITAL STOCK. The Stockholder shall not directly or indirectly sell, offer to sell, contract to sell, grant any option to purchase or otherwise dispense of any shares of MGI Capital Stock from the date hereof until the first to occur of the Effective Time or the termination of the Reorganization Agreement.

Related to NO SALES OF CAPITAL STOCK

  • Restriction on Sales of Capital Stock The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of 180 days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18.1 shall not apply to (i) the shares of Common Stock to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, of which the Representative has been advised in writing or (iii) the issuance by the Company of stock options or shares of capital stock of the Company under any equity compensation plan of the Company. Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Section 3.18.1 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Representative waives, in writing, such extension; provided, however, that this extension of the Lock-Up Period shall not apply to the extent that FINRA has amended or repealed NASD Rule 2711(f)(4), or has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an Emerging Growth Company prior to or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the Emerging Growth Company or its shareholders that restricts or prohibits the sale of securities held by the Emerging Growth Company or its shareholders after the initial public offering date.

  • Valid Issuance of Capital Stock The total number of shares of all classes of capital stock which the Company has authority to issue is 100,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). As of the date hereof, the Company has issued and outstanding 5,750,000 shares of Common Stock (of which up to 750,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

  • Issuance of Capital Stock Except for (a) any transaction pursuant to an Unsolicited Proposal that Maker accepts in accordance with the fiduciary exception provided in Section 3.2 of the Recapitalization Agreement or (b) shares of capital stock issuable upon exercise or conversion of warrants or convertible securities outstanding prior to February 1, 2004, Maker shall not without Holder's prior written approval: (i) issue any shares of capital stock or other securities, or any instruments exercisable for or convertible into capital stock or other securities, or (ii) make any promises, commitments, undertakings, agreements or letters of intent for any of the issuances described in (i) hereof.

  • Description of Capital Stock The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Prospectus.

  • Restriction on Sale of Capital Stock During the Commitment Period, the Company shall not issue or sell (i) any Common Stock or Preferred Stock without consideration or for a consideration per share less than the bid price of the Common Stock determined immediately prior to its issuance, (ii) issue or sell any Preferred Stock warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration per share less than such Common Stock's Bid Price determined immediately prior to its issuance, or (iii) file any registration statement on Form S-8.

  • Ownership of Capital Stock The Shareholder is the beneficial owner of record and beneficially of all of the shares of capital stock of the Company, all of which shares are free and clear of all rights, claims, liens and encumbrances, and have not been sold, pledged, assigned or otherwise transferred except pursuant to this Agreement.

  • Conversion of Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder of any shares of capital stock of Merger Sub or the Company:

  • Return of Capital (a) Except pursuant to the Exchange Rights Agreements, no Limited Partner shall be entitled to the withdrawal or return of its Capital Contribution, except to the extent of distributions made pursuant to this Agreement or upon termination of the Partnership as provided herein. (b) Except as provided in Articles 5, 6 and 13 hereof, no Limited Partner or Assignee shall have priority over any other Limited Partner or Assignee, either as to the return of Capital Contributions or as to profits, losses or distributions.

  • Withdrawals of Capital No Partner may withdraw capital related to such Partner’s GP-Related Partner Interests from the Partnership except (i) for distributions of cash or other property pursuant to Section 5.8, (ii) as otherwise expressly provided in this Agreement or (iii) as determined by the General Partner.

  • Limitation on Issuance of Capital Stock (a) With respect to Holdings, issue any Equity Interest that is not Qualified Capital Stock. (b) Borrowers will not, and will not permit any Subsidiary, to issue any Equity Interest of any Subsidiary (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Equity Interest of any Subsidiary, except (i) for stock splits, stock dividends and additional Equity Interests issuances which do not decrease the percentage ownership of a Borrower or any Subsidiaries in any class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of a Borrower formed after the Closing Date pursuant to Section 6.12 may issue Equity Interests to a Borrower or the Subsidiary of a Borrower which is to own such stock; and (iii) a Borrower may issue common stock that is Qualified Capital Stock to Holdings. All Equity Interests issued in accordance with this Section 6.11(b) shall, to the extent required by this Agreement or the Security Agreement, be delivered to the Administrative Agent for pledge pursuant to the Security Agreement.

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