Ownership of stock/capitalisation Sample Clauses

Ownership of stock/capitalisation. 1.1 The total number of shares of capital stock of all classes which the Purchaser Guarantor has the authority to issue is 90,000,000 shares of Acadia Common Stock and 10,000,000 shares of preferred stock, par value US$0.01 per share, of the Purchaser Guarantor (Purchaser Guarantor Preferred Stock). Of such authorised shares, as of the date hereof, a total of 71,681,068 shares of Acadia Common Stock and 0 shares of Purchaser Guarantor Preferred Stock are issued and outstanding. All of the shares of Acadia Common Stock have been duly authorised and validly issued, are fully paid and non-assessable, have been issued in compliance in all material respects with applicable laws and have not been issued in violation of, and are not subject to, any pre-emptive or subscription rights or rights of first refusal granted by the Purchaser Guarantor. As of the date hereof, options to purchase 696,943 shares of Acadia Common Stock (the Purchaser Guarantor Options) were outstanding and, except as set forth on section 1.1(a) of the Purchaser Guarantor Schedules all such Purchaser Guarantor Options were issued under the Acadia Healthcare Company, Inc. Incentive Compensation Plan (the Purchaser Guarantor Incentive Plan). As of the date hereof, 947,562 shares of restricted Acadia Common Stock were outstanding (the Purchaser Guarantor Restricted Stock) and 218,084 restricted stock units were outstanding (the Purchaser Guarantor Restricted Stock Units). Except as set forth in the Purchaser Guarantor Reports, none of the Purchaser Guarantor or any of its subsidiaries is a party to any stockholders’ agreement, voting trust agreement or registration rights agreement relating to any equity securities of the Purchaser Guarantor or any of its subsidiaries or any other Contract relating to disposition, voting or dividends with respect to any equity securities of the Purchaser Guarantor or any of its subsidiaries. No dividends on shares of Acadia Common Stock have been declared or have accrued since December 31, 2014. Except for the shares of Acadia Common Stock, the Purchaser Guarantor Options, the Purchaser Guarantor Restricted Stock, and the Purchaser Guarantor Restricted Stock Units, there are no outstanding shares of capital stock or rights, options, warrants, convertible securities, subscription rights, conversion rights, exchange rights or other agreements that require the Purchaser Guarantor to issue or sell any shares of capital stock or similar equity interests (or securitie...
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Related to Ownership of stock/capitalisation

  • Ownership of Stock The Selling Shareholders own all of the issued and outstanding shares of capital stock of the Company, free and clear of all liens, claims, rights, charges, encumbrances, and security interests of whatsoever nature or type.

  • Ownership of Shares of the Fund The Adviser shall not take an ownership position in the Fund, and shall not permit any of its shareholders, officers, directors or employees to take a long or short position in the shares of the Fund, except for the purchase of shares of the Fund for investment purposes at the same price as that available to the public at the time of purchase or in connection with the initial capitalization of the Fund.

  • Ownership of Shares The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent for the Trust, which books shall be maintained separately for the Shares of each Series (and class). No certificates evidencing the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the transfer of Shares of each Series (and class) and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series (and class) and as to the number of Shares of each Series (and class) held from time to time by each Shareholder.

  • Ownership of Subject Shares; Total Shares Such Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all of such Stockholder’s Subject Shares and has good and marketable title to all of such Stockholder’s Subject Shares free and clear of any Liens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed pursuant to (i) this Agreement, (ii) any applicable restrictions on transfer under the Securities Act or any state securities law, (iii) the Company Governing Documents and (iv) any applicable Company Equity Plan or agreements evidencing grants thereunder ((i) through (iv), collectively, “Permitted Encumbrances”). The Subject Shares listed on Schedule A opposite such Stockholder’s name constitute all of the shares of Company Common Stock, and any other securities of the Company beneficially owned by such Stockholder as of the date hereof.

  • Ownership of Parent Common Stock As of the date hereof, such Company Stockholder does not Beneficially Own any shares of Parent Common Stock.

  • Ownership of Company Capital Stock Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has it been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL (other than as contemplated by this Agreement).

  • Subsidiaries and Ownership of Stock Schedule 5.9 is a complete and accurate list of the Subsidiaries of such Borrower, showing the jurisdiction of incorporation or organization of each Subsidiary and showing the percentage of such Borrower's ownership of the outstanding stock or other interest of each such Subsidiary. All of the outstanding capital stock or other interest of each such Subsidiary has been validly issued, is fully paid and nonassessable and is owned by such Borrower free and clear of all Liens.

  • Ownership of Company Stock None of the Investor nor any of its controlled Affiliates owns any capital stock or other equity or equity-linked securities of the Company. Section 4.05

  • Ownership of Company Shares The Shareholder is the record and/or “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which meaning will apply for all purposes of this Agreement) of the number of outstanding Company Shares set forth in the recitals to this Agreement. Also set forth in the recitals to this Agreement is the number of Company Shares issuable upon the exercise of the Options. The Shareholder holds the requisite power to vote the number of Company Shares set forth in the recitals to this Agreement.

  • Ownership of Warrant The Company may deem and treat the person in whose name this Warrant is registered as the holder and owner hereof (notwithstanding any notations of ownership or writing hereon made by anyone other than the Company) for all purposes and shall not be affected by any notice to the contrary, until presentation of this Warrant for registration of transfer.

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