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 The Exchange Shares have been duly and validly authorized by all necessary action, and, when issued and delivered pursuant to this Agreement, such Exchange Shares will be duly and validly issued and fully paid and nonassessable, will not be issued in violation of any preemptive rights, and will not subject the holder thereof to personal liability.

  • 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.

  • 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.

  • 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 canceled 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 to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein.

  • New Shares Stockholder agrees that any shares of Company Capital Stock that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership after the date of this Agreement and prior to the Expiration Date (“New Shares”) shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.

  • Common Shares 4 Company...................................................................................... 4

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