Options and Rights to Acquire Equity Sample Clauses

Options and Rights to Acquire Equity. Except as set forth on Schedule 4.2(d), there are outstanding (i) no securities of any Seller, Seller Affiliate or the Company convertible into or exchangeable or exercisable for shares of capital stock or other equity interests of the Company, (ii) no options, warrants, preemptive or other rights to acquire from Seller, any Seller Affiliate or the Company, and no obligation of Seller, any Seller Affiliate or the Company to issue or sell, any shares of capital stock or other equity interests of the Company or any securities convertible into or exchangeable or exercisable for such capital stock or equity interests, other than the rights of Buyer to acquire the Purchased Interests pursuant to this Agreement, and (iii) no equity equivalents or other similar rights of or with respect to the Company. There are outstanding no obligations of Seller, Seller Affiliate or the Company to repurchase, redeem, or otherwise acquire any of the foregoing shares, securities, options, equity equivalents, interests or rights.
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Options and Rights to Acquire Equity. There are outstanding (i) no securities of any Acquired Company convertible into or exchangeable for shares of capital stock or other voting securities of any Acquired Company, (ii) no options or other rights to acquire, and no obligation to issue or sell, any shares of capital stock or other voting securities of any Acquired Company or any securities convertible into or exchangeable for such capital stock or voting securities, and (iii) no equity equivalents or other similar rights of or with respect to any Acquired Company. Except to the extent of obligations that constitute Retained Liabilities, there are no outstanding obligations to repurchase, redeem, retire or otherwise acquire any of the foregoing shares, securities, options, equity equivalents, interests or rights, to make any distributions in respect thereto, or to provide funds to or make any investments (in the form of a loan, capital contribution, or otherwise) in any Person or Persons.
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Options and Rights to Acquire Equity. Except as set forth on Schedule 5.1(e), there are no outstanding (i) securities of the Company convertible into or exchangeable for equity interests or other voting securities of the Company, (ii) options or other rights to acquire from the Company, or other obligation of the Company to issue or sell, any equity interest or other voting securities of the Company or any securities convertible into or exchangeable for such equity interest or voting securities, or (iii) other equity or equity equivalents or other similar rights, or options for same, of or with respect to the Company. Except as set forth on Schedule 5.1(e), there are no outstanding obligations of the Company to repurchase, redeem, or otherwise acquire or to issue or transfer any of the foregoing securities, options, equity, equity equivalents, interests or rights.
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Options and Rights to Acquire Equity. Except as set forth on Schedule 4.2(d), there are outstanding (i) no securities or equity interests of any Tejas Company convertible into or exchangeable for shares of capital stock or other voting securities or equity interest of any Tejas Company, (ii) no options or other rights to acquire and no obligation to issue or sell, any shares of capital stock or other voting securities or equity interest of any Tejas Company or any securities convertible into or exchangeable for such capital stock or voting securities or equity interest, and (iii) no equity equivalents or other similar rights of or with respect to any Tejas Company. There are no outstanding obligations of Seller or any Tejas Company to repurchase, redeem, or otherwise acquire any of the foregoing shares, securities, options, equity equivalents, interests or rights.
Sample 1
Options and Rights to Acquire Equity. Except as set forth on Schedules 4.2(a) or 4.2(d), there are outstanding (i) no securities of any Seller, Seller Affiliate or any MidCon Entity convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of any MidCon Entity, (ii) no options, warrants, preemptive or other rights to acquire from Seller, any Seller Affiliate or any MidCon Entity, and no obligation of Seller, any Seller Affiliate or any MidCon Entity to issue or sell, any shares of capital stock or other voting securities of any MidCon Entity or any securities convertible into or exchangeable or exercisable for such capital stock or voting securities, other than the rights of Buyer to acquire the Purchased Shares pursuant to this Agreement, and (iii) no equity equivalents or other similar rights of or with respect to any MidCon Entity. There are outstanding no obligations of Seller, Seller Affiliate or any MidCon Entity to repurchase, redeem, or otherwise acquire any of the foregoing shares, securities, options, equity equivalents, interests or rights.
Sample 1
Options and Rights to Acquire Equity. There are no outstanding options, warrants, subscriptions, puts, calls or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating Seller or an Acquired Entity to offer, issue, sell, redeem, repurchase, otherwise acquire or transfer, pledge or encumber any capital stock of an Acquired Entity or a Partially-Owned Entity, nor are there outstanding any securities or obligations of any kind of an Acquired Entity which are convertible into or exercisable or exchangeable for any capital stock of an Acquired Entity or any other Person and no Acquired Entity and, to the Knowledge of Seller, no Partially-Owned Entity has any obligation of any kind to issue any additional securities or to pay for or repurchase any securities. Except as disclosed in Sections 4.2(e) and 4.18 of Seller’s Disclosure Schedule, there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments based upon the book value, income or any other attribute of an Acquired Entity. There are no outstanding bonds, debentures or other evidences of indebtedness of any Acquired Entity having the right to vote (or that are exchangeable or convertible for or exercisable into securities having the right to vote) with the holders of common shares of each Acquired Entity on any matter. There are no stockholder agreements, proxies, voting trusts, rights to require registration under securities Laws or other arrangements or commitments to which Seller or an Acquired Entity is a party or bound with respect to the voting, disposition or registration of any outstanding securities of an Acquired Entity or a Partially-Owned Entity.
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Related to Options and Rights to Acquire Equity

  • Treatment of Options and Convertible Securities In case the Company at any time or from time to time after the date hereof shall issue, sell, grant or assume any Options or Convertible Securities (both as defined below), then, and in each such case, the maximum number of Additional Shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number the purpose of which is to protect against dilution) at any time issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue, sale, grant or assumption; PROVIDED, HOWEVER, that such Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 3.e hereof) of such shares would be less than the greater of the Current Market Price or the Warrant Price in effect on the date of and immediately prior to such issue, sale, grant or assumption, as the case may be; and PROVIDED, FURTHER, that in any such case in which Additional Shares of Common Stock are deemed to be issued:

  • 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.

  • Restricted Stock and Stock Options Employer shall cause the Compensation Committee of the Board of Directors of Employer to review whether Employee should be granted shares of restricted stock and/or options to purchase shares of common stock of CBSI. Such review may be conducted pursuant to the terms of the Community Bank System, Inc. 2014 Long-Term Incentive Plan, a successor plan, or independently, as the Compensation Committee shall determine. Reviews shall be conducted no less frequently than annually.

  • Issuance of Common Units in Connection with Reset of Incentive Distribution Rights (a) Subject to the provisions of this Section 5.11, the holder of the Incentive Distribution Rights (or, if there is more than one holder of the Incentive Distribution Rights, the holders of a majority in interest of the Incentive Distribution Rights) shall have the right, at any time when there are no Subordinated Units Outstanding and the Partnership has made a distribution pursuant to Section 6.4(b)(v) for each of the four most recently completed Quarters and the amount of each such distribution did not exceed Adjusted Operating Surplus for such Quarter, to make an election (the “IDR Reset Election”) to cause the Minimum Quarterly Distribution and the Target Distributions to be reset in accordance with the provisions of Section 5.11(e) and, in connection therewith, the holder or holders of the Incentive Distribution Rights will become entitled to receive their respective proportionate share of a number of Common Units (the “IDR Reset Common Units”) derived by dividing (i) the average amount of the aggregate cash distributions made by the Partnership for the two full Quarters immediately preceding the giving of the Reset Notice in respect of the Incentive Distribution Rights by (ii) the average of the cash distributions made by the Partnership in respect of each Common Unit for the two full Quarters immediately preceding the giving of the Reset Notice (the number of Common Units determined by such quotient is referred to herein as the “Aggregate Quantity of IDR Reset Common Units”). If at the time of any IDR Reset Election the General Partner and its Affiliates are not the holders of a majority in interest of the Incentive Distribution Rights, then the IDR Reset Election shall be subject to the prior written concurrence of the General Partner that the conditions described in the immediately preceding sentence have been satisfied. Upon the issuance of such IDR Reset Common Units, the Partnership will issue to the General Partner an additional General Partner Interest (represented by hypothetical limited partner units) equal to the product of (x) the quotient obtained by dividing (A) the Percentage Interest of the General Partner immediately prior to such issuance by (B) a percentage equal to 100% less such Percentage Interest by (y) the number of such IDR Reset Common Units, and the General Partner shall not be obligated to make any additional Capital Contribution to the Partnership in exchange for such issuance. The making of the IDR Reset Election in the manner specified in this Section 5.11 shall cause the Minimum Quarterly Distribution and the Target Distributions to be reset in accordance with the provisions of Section 5.11(e) and, in connection therewith, the holder or holders of the Incentive Distribution Rights will become entitled to receive IDR Reset Common Units and the General Partner will become entitled to receive an additional General Partner Interest on the basis specified above, without any further approval required by the General Partner or the Unitholders other than as set forth in this Section 5.11(a), at the time specified in Section 5.11(c) unless the IDR Reset Election is rescinded pursuant to Section 5.11(d).

  • Options and Restricted Stock Notwithstanding the terms of any plan, program or arrangement maintained by the Company:

  • Rights to Future Stock Issuances Subject to the terms and conditions of this Section 10 and applicable securities laws, if at any time prior to the second anniversary of the Closing, the Company proposes to offer or sell any New Securities, the Company shall first offer the Investor the opportunity to purchase up to ten percent (10%) of such New Securities. The Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate among itself and its Affiliates.

  • Options, Warrants and Rights Grant or issue any options, warrants, calls, puts or other rights of any kind relating to the purchase, redemption or conversion of shares of its capital stock or any other securities (including securities convertible into capital stock) or enter into any agreement or understanding with respect to any such action.

  • Options and Convertible Securities The consideration per share received by the Company for Additional Shares of Common Stock issued pursuant to Section 3.3(2), relating to Options and Convertible Securities, shall be determined by dividing:

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