Outstanding Equity Clause Samples
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Outstanding Equity. The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Prospectus, as amended or supplemented as of the relevant Representation Date. All outstanding shares of capital stock of the Company have been duly authorized and validly issued in accordance with the Bylaws, fully paid and non-assessable and conform as to legal matters to the description thereof contained in or incorporated by reference into the Prospectus, as amended or supplemented as of the relevant Representation Date; and the stockholders of the Company have no preemptive rights with respect to the Shares. As of the date of the Company’s most recent Quarterly Report on Form 10-Q or an Annual Report on Form 10-K, except as disclosed in the Registration Statement and the Prospectus, as amended or supplemented as of the relevant Representation Date, neither the Company nor any of the Subsidiaries has outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. All outstanding shares of capital stock and options and other rights to acquire capital stock have been issued in compliance with the registration and qualification provisions of all applicable securities laws and were not issued in violation of any preemptive rights, rights of first refusal or other similar rights.
Outstanding Equity. (a) All issued and outstanding capital stock of the REIT, comprising 1,000 REIT Shares, are held by the Manager as of the date hereof. Such REIT Shares shall be redeemed upon Closing.
(b) Upon Closing and completion of the IPO, and after redemption of the REIT Shares described in (a), the only issued and outstanding REIT Shares and common units in the Operating Partnership shall be those issued in connection with the IPO and the Formation Transactions, as described in the Registration Statement.
Outstanding Equity. (a) All issued and outstanding capital stock of the REIT, comprising 1,000 REIT Shares, are held by Two Harbors LLC as of the date hereof. Such REIT Shares shall be repurchased by the REIT upon Closing at cost.
(b) Upon Closing and completion of the IPO, and after redemption of the REIT Shares described in Section 3.06(a), the only issued and outstanding REIT Shares shall be those issued in connection with the IPO and the Formation Transaction, as described in the Registration Statement, and the only other issued and outstanding capital stock of the REIT shall be the Redeemable Preferred Shares.
Outstanding Equity. The authorized Capital Stock of the Borrower and each of the Subsidiaries will consist as of the Effective Date, after giving effect to the transactions contemplated to occur on or before the Effective Date, of the aggregate number of shares of common and preferred stock, having the respective par values and series, in each case as listed in Schedule 4.01(n) hereto. On the Effective Date, after giving effect to the transactions contemplated to occur on or before the Effective Date, the number of shares of common stock and each series of preferred stock of the Borrower and each of its Subsidiaries will be duly and validly issued and outstanding as listed in said Schedule 4.01(n) and will be owned beneficially and of record by the Persons as listed in said Schedule 4.01(n).
Outstanding Equity. During the Advisor’s service on the Board, the Advisor was granted equity awards in the form of restricted stock units (“RSUs”) pursuant to the Snowflake Inc. 2020 Equity Incentive Plan (the “Plan”). The parties hereto agree that the Advisor did not experience any interruption of Continuous Service (as defined in the Plan) between the end of the Advisor’s term as a member of the Board and the Effective Date of this Agreement, and that the Advisor will remain in Continuous Service through the term of this Agreement. The RSUs will continue to remain governed by the applicable grant agreement and Plan.
Outstanding Equity. Continuation of vesting in all unvested equity grants regardless of form and provided that Executive remains in compliance with any and all agreements with Adtalem.
Outstanding Equity. The authorized capital stock of the Borrower and each of the Subsidiaries will consist as of the Effective Date, after giving effect to the transactions contemplated to occur on or before the Effective Date, of the aggregate number of shares of common and preferred stock, having the respective par values and series, in each case as listed in Schedule IV hereto. On the Effective Date, after giving effect to the transactions contemplated to occur on or before the Effective Date, the number of shares of common stock and each series of preferred stock of the Borrower and each of its Subsidiaries will be duly and validly issued and outstanding as listed in said Schedule IV and, in the case of each of such Subsidiaries, will be owned beneficially and of record by the Persons as listed in said Schedule IV.
Outstanding Equity a. Consultant’s FY ’22-’24 PRSU will be delivered to Consultant as soon as practicable after the applicable performance metrics are calculated, on or about May 30, 2024.
b. Consultant’s out-of-step grant tied to margin improvement that he received in 2023 will vest at 1/3 of the original grant (833 shares), on or about May 30, 2024.
Outstanding Equity. Continuation of vesting in all unvested equity grants regardless of form and provided that Executive remains in compliance with any and all agreements with Adtalem. The above notwithstanding, equity grants made after July 1, 2021 shall be subject to partial forfeiture as provided in Section 3(b) above.