Ownership of Voting Securities Sample Clauses

Ownership of Voting Securities. 19 11.5. First Offer........................................... 19 11.6.
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Ownership of Voting Securities. The Shareholders jointly and ------------------------------ severally represent and warrant that Schedule I lists all Voting Securities ---------- which are Owned by them on the date of this Agreement.
Sample 1
Ownership of Voting Securities. As of the date hereof, none of Parent, Merger Sub, nor any of their respective Subsidiaries or Affiliates holds 5% or greater of the voting securities (as “hold” and “voting securities” are defined under 16 CFR 801) of any Person that competes with the Company in any line of its business in the United States, the European Economic Area or any of the jurisdictions identified on Section 7.1(b) of the Company Disclosure Letter and which ownership position would reasonably be expected to prevent or materially delay the Parties’ ability to obtain the approvals or clearances under applicable Antitrust Laws in such jurisdictions required to consummate the Merger hereunder.
Sample 1
Ownership of Voting Securities. (a) The provisions of Sections 11.1 through 11.3 above shall not restrict LMC, MMT or their Affiliates from owning any Voting Securities or other equity interests in a business that engages in any activities within the scope of any of Sections 11.1 through 11.3 above ("Competing Activities"), provided that LMC, MMT or such Affiliate does not control the Person engaging in such business and does not otherwise engage in an activity prohibited by any of Sections 11.1 through 11.3 above. *
Sample 1
Ownership of Voting Securities. (a) The provisions of Sections 11.1 through 11.3 above shall not restrict LMC, MMT or their Affiliates from owning any Voting Securities or other equity interests in a business that engages in any activities within the scope of any of Sections 11.1 through 11.3 above ("Competing Activities"), provided that LMC, MMT or such Affiliate does not control the Person engaging in such business and does not otherwise engage in an activity prohibited by any of Sections 11.1 through 11.3 above. (b) The provisions of Sections 11.1 through 11.3 above shall not prohibit the acquisition (or other business transaction such as a merger, combination or consolidation) by LMC or MMT or any of their Affiliates of any controlling interest in any Person whose primary business does not fall within the scope of Sections 11.1 through 11.3 but which is, owns or controls a Person or division that engages in any activity falling within the scope of Sections 11.1 through 11.3 (a "COMPETING BUSINESS"), PROVIDED THAT after the acquisition LMC or MMT as applicable shall take all steps required so that, (i) until the termination of the New LLC in accordance with the terms of the New LLC Agreement, the Competing Business pursues the Chem Demil Market only through the New LLC, and (ii) until the elimination of the restrictions contained in Section 11.1 or 11.2 of this Agreement, as applicable, the Competing Business does not engage in any activities within the scope of Section 11.1 or 11.2, as applicable.
Sample 1
Ownership of Voting Securities. All of the issued and outstanding shares of common stock of each of TILR, TLA and AMLIC are currently directly owned by TL. In turn, all of the issued and outstanding shares of common stock of TL are currently indirectly owned by Hopmeadow Holdings. Pursuant to the Merger Agreement, following the completion of the transactions contemplated thereby, Xxxxxx LLC will become the indirect owner of all of the issued and outstanding voting securities of each of the Domestic Insurers. Other than the rights of the Applicants under the Merger Agreement and as otherwise described in this Application, there are no voting securities of any class of the Domestic Insurers that are held of record, beneficially owned or concerning which there is a right to acquire beneficial ownership by the Applicants, their respective affiliates or, to the knowledge of the Applicants, any person listed in Item 3. Other than as described in this Application, there are no contracts, arrangements or understandings with respect to any voting security of any of the Domestic Insurers in which the Applicants, their respective affiliates or, to the knowledge of the Applicants, any person listed in Item 3 is involved, including any transfer of any securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or guarantees of profits, division of losses or profits or the giving or withholding of proxies.
Sample 1

Related to Ownership of Voting Securities

  • 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.

  • Voting Securities any securities of the Company that vote generally in the election of directors.

  • 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 Warrants The Corporation and the Warrant Agent may deem and treat the Registered Warrantholders as the absolute owner thereof for all purposes, and the Corporation and the Warrant Agent shall not be affected by any notice or knowledge to the contrary except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction. The receipt of any such Registered Warrantholder of the Common Shares which may be acquired pursuant thereto shall be a good discharge to the Corporation and the Warrant Agent for the same and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction.

  • 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.

  • 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.

  • Ownership of Common Stock None of Parent, either Merger Sub or any of their respective Subsidiaries or Affiliates beneficially owns, directly or indirectly (including pursuant to a derivatives contract), any shares of Company Common Stock or other securities convertible into, exchangeable for or exercisable for shares of Company Common Stock or any securities of any Subsidiary of the Company, and none of Parent, either Merger Sub or any of their respective Subsidiaries or Affiliates has any rights to acquire, directly or indirectly, any shares of Company Common Stock, except pursuant to this Agreement. None of Parent, either Merger Sub or any of their “affiliates” or “associates” is, or at any time during the last three years has been, an “interested stockholder” of the Company, in each case as defined in Section 203 of the DGCL.

  • Voting Stock Stock or similar interests, of any class or classes (however designated), the holders of which are at the time entitled, as such holders, to vote for the election of a majority of the directors (or persons performing similar functions) of the corporation, association, trust or other business entity involved, whether or not the right so to vote exists by reason of the happening of a contingency.

  • 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).

  • 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.

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