Parent Securities Sample Clauses
The 'Parent Securities' clause defines the types of securities issued by the parent company that are relevant to the agreement. It typically specifies which shares, options, warrants, or other equity interests are considered 'Parent Securities' for the purposes of the contract, such as in a merger or acquisition context. This clause ensures that all parties have a clear understanding of what constitutes the parent company's securities, thereby preventing disputes over which instruments are included in calculations or obligations under the agreement.
Parent Securities. The shares of Parent Stock deliverable to the Stockholders pursuant to this Agreement will have been duly authorized prior to the Closing, and upon consummation of the Merger in accordance with this Agreement, will be validly issued, fully paid and nonassessable.
Parent Securities. Section 3.2(a) ...................31
Parent Securities. Each share of Parent Common Stock that is issued and outstanding immediately prior to and at the Effective Time shall remain outstanding immediately following the Effective Time.
Parent Securities. Except as set forth in this Section 5.5, as of the Capitalization Date, there were (i) no outstanding shares of capital stock of, or other equity or voting interest in (including voting debt), Parent; (ii) no outstanding securities of Parent convertible into or exchangeable or exercisable for shares of capital stock of, or other equity or voting interest (including voting debt) in, Parent; (iii) no outstanding options, warrants or other rights or binding arrangements to acquire from Parent, or that obligate Parent to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest (including voting debt) in, Parent; (iv) no obligations of Parent to grant, extend or enter into any subscription, warrant, right, convertible, exchangeable or exercisable security, or other similar Contract relating to any capital stock of, or other equity or voting interest (including any voting debt) in, Parent; (v) no outstanding shares of restricted stock, restricted stock units, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other securities or ownership interests in, Parent (the items in clauses (i), (ii), (iii), (iv) and (v), collectively with the Parent Common Stock, the “Parent Securities”); (vi) no voting trusts, proxies or similar arrangements or understandings to which Parent is a party or by which Parent is bound with respect to the voting of any shares of capital stock of, or other equity or voting interest in, Parent; (vii) except as provided in Parent’s charter or bylaws, no obligations or binding commitments of any character restricting the transfer of any shares of capital stock of, or other equity or voting interest in, Parent to which Parent is a party or by which it is bound; and (viii) no other obligations by Parent to make any payments based on the price or value of any Parent Securities. Parent is not party to any Contract that obligates it to repurchase, redeem or otherwise acquire any Parent Securities. As of the date hereof, there are no accrued and unpaid dividends with respect to any outstanding shares of Parent Common Stock. Parent does not have a stockholder rights plan in effect. No equity securities of Parent are held by an...
Parent Securities. Section 3.2(a)...........24 person......................................Section 7.8(f)...........47
Parent Securities. Each share of Domesticated Parent Common Stock, each Domesticated Parent Right and each Domesticated Parent Unit that is issued and outstanding immediately prior to and at the Effective Time shall remain outstanding immediately following the Effective Time, except to the extent as otherwise provided in the Parent Governing Documents or Rights Agreement (including in respect of automatic conversion of the Domesticated Parent Rights or redemption of the Domesticated Parent Common Stock).
Parent Securities. Except as set forth in Sections 4.6(a) and Section 4.6(b), as of the date of this Agreement, there are no (i) shares of capital stock of, or other equity interest in, Parent that are issued, reserved for issuance or outstanding; (ii) outstanding options, warrants, calls, convertible or exchangeable securities or other rights or binding arrangements that obligate Parent to issue any shares of capital stock or other equity interests in Parent or securities convertible into or exchangeable for such shares or equity interests; and (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights issued by or with the approval of Parent or any of its Subsidiaries that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or other voting securities of, or other ownership interests in, Parent (the items in clauses (i) through (iii), collectively, the “Parent Securities”).
Parent Securities. Section 3.2(a)..................30 Patents................................Section 2.15(a).................19 Payor..................................Section 2.30....................28 Person.................................Section 7.8(f)..................55
Parent Securities. Section 3.2(a) . . . . . . . . . . 23
Parent Securities. 4.2(a) Parent Stockholders' Meeting.........................................................................6.2