PC Shares Sample Clauses

PC Shares. The PC Shares are duly authorized validly issued, fully paid and non-assessable.
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PC Shares. Dr. Fireman holds of record and owns beneficially the number of Shares set forth opposite his name on Schedule 3(a)(v) of the Disclosure Schedule, free and clear of any restrictions on transfer, Taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Except as set forth on Schedule 3(a)(v) of the Disclosure Schedule, Dr. Fireman is not: (i) a party to any option, warrant, purchase right, or other contract or commitment that could require him to sell, transfer, or otherwise dispose of any of the Shares (other than this Agreement); or (ii) a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any of the Shares.
Sample 1
PC Shares. Prior to Closing, the Vendors will: (a) give a drag along notice under clause 5.13 of the 2D Option Plan in respect of the PC Shares on issue at the date of this Agreement; (b) procure that the board of Two Degrees Mobile Limited gives a drag along notice to the holders of options under clause 4.10 of the 2D Option Plan; and (c) procure that the Company issues to Pacific Custodians the PC Shares that are the “Settlement Shares” (as defined in the 2D Option Plan); and (d) procure that each Group Company exercises such contractual rights as are available to that Group Company to ensure that the PC Shares are transferred by Pacific Custodians to the Purchaser on Closing.
Sample 1
PC Shares evidence reasonably satisfactory to the Purchaser that: (i) the issue of the ”Settlement Shares” as contemplated by clause 3.5 has been completed pursuant to the 2D Option Plan, and such issue has been recorded in the Company’s share register so that Pacific Custodians is recorded as the legal owner of those shares; Page 39 (ii) the PC Shares will be transferred to the Purchaser on Closing; (iii) as at Closing there will be no options on issue, and that no other securities have been issued, or committed to be issued, under the 2D Option Plan; and (iv) the 2D Option Plan has been cancelled;
Sample 1

Related to PC Shares

  • Acquired Shares Any Shares or other voting securities of the Bank with respect to which beneficial ownership is acquired by Shareholder or its affiliates, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such Shares or upon exercise or conversion of any securities of the Bank, if any, after the date hereof shall automatically become subject to the terms of this Agreement.

  • Exchange Shares There shall be allocated to the Distributor and each Other Distributor, as the case may be, all Commission Shares of such Portfolio which were issued during or after the period referred to in (a) as a consequence of one or more free exchanges of Commission Shares of the Portfolio or of another portfolio (other than Free Appreciation Shares) (the "Exchange Shares"), which in accordance with the transfer records maintained for such Portfolio can be traced to Commission Shares of the Portfolio or another portfolio initially issued by the Company or such other portfolio during the time the Distributor or such Other Distributor, as the case may be, was the exclusive distributor for the Shares of the Portfolio or such other portfolio.

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Merger Shares The Merger Shares have been duly authorized and, when issued in consideration for the conversion of the Company Shares, as a result of the Merger and pursuant to the terms hereof, will be validly issued, fully paid and non-assessable, and not subject to any liens, pledges, charges, encumbrances, restrictions of any kind, preemptive rights or any other rights or interests of third parties or any other encumbrances, except for applicable securities law restrictions on transfer, including those imposed by Regulation D or Section 4(2) of the Securities Act and Rule 144 promulgated under the Securities Act and under applicable “blue sky” state securities laws. Assuming that all of the holders of Company Shares are “accredited investors,” as such term is defined in Regulation D promulgated under the Securities Act, and that all such Persons have complied with all of the terms and conditions of this Agreement, the offer and sale of the Merger Shares under this Agreement will be exempt from the registration requirements of the Securities Act and in compliance with all federal and state securities laws.

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • Purchaser Shares The issuance, transfer, and delivery of the Purchaser Shares hereunder have been duly authorized by all required corporate action on the part of Purchaser, and when issued, transferred, and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, free and clear of all Encumbrances.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

  • Reacquired Shares Any shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock subject to the conditions and restrictions on issuance set forth herein, in the Certificate of Incorporation, or in any other Certificate of Designations creating a series of Preferred Stock or any similar stock or as otherwise required by law.

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