Possession of Shares Sample Clauses

Possession of Shares. The shares of Incentive Stock shall be registered in the name of the Employee but shall be held by Corning (in “book entry” form) until the Employee is entitled to possession of the shares pursuant to the terms of this Agreement. Until the Employee has received possession of the shares of the Incentive Stock, the Employee shall have no right to sell, assign, transfer, pledge or otherwise encumber the shares of Incentive Stock in any manner, any attempt to do so to result in the forfeiture of such shares to which such sale, assignment, transfer, pledge or other encumbrance purports to relate.
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Possession of Shares. On the execution of this Agreement, Husband and Wife shall take all steps necessary to transfer record title to the Shares of the Company owned by Husband and Wife into the name of Husband, as Trustee. All Shares shall remain in the actual or constructive possession of the Trustee during the term of this Voting Trust.
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Possession of Shares. The Escrow Agent hereby acknowledges that it has received from Heesewijk 3,021,037 shares of Common Stock and from Wegbrans 1,347,900 shares of Common Stock, which in the aggregate represent Four Million Three Hundred Sixty-Eight Thousand Nine Hundred Thirty-Seven (4,368,937) shares of Common Stock, which will be held by the Escrow Agent pursuant to the terms and conditions described in this Escrow Agreement. Such Escrowed Shares and/or cash shall be paid over and delivered to Purchasers, or their designees, on or before August 1, 1997, in satisfaction of the obligations of Heesewijk and Wegbrans to Purchasers as set forth in the Founders Agreement. The Escrow Agent hereby acknowledges to Purchasers that the Escrowed Shares held by it are impressed with a trust in favor of Purchasers.
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Possession of Shares. Without prejudice to any other terms and conditions of this Agreement, and solely for the purposes of Article 339 of the Civil Code and Article 5 of the Law on Pledge, the Shares owned by a Pledgor shall be deemed remaining in the possession of such Pledgor. Each Pledgor shall be entitled to receive all dividends and other distributions and to exercise any rights in connection with the Shares, including all voting rights.
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Possession of Shares. SECTION 3.08. Consents and Approvals......................................... SECTION 3.09.
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Possession of Shares. The Shares and all certificates representing the Shares are now, and at all times during the term hereof shall be, owned by the Seller and held by the Seller or by a nominee or custodian for the sole and exclusive benefit of the Seller.
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Possession of Shares. When, as, and if the Shares or any portion thereof are released by the Prior Pledgees, the stock certificates shall be delivered into the possession of Seller. Seller shall then have the right to retain possession of the Shares to secure payment of the Promissory Note. Seller shall nevertheless release 25% of the Shares when 25% of the Promissory Note is paid; will release an additional 25% of the Shares when 50% of the Promissory Note is paid; will release an additional 25% of the Shares when 75% of the Promissory Note is paid; and will release the remaining Shares when the Promissory Note is fully paid.
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Related to Possession of Shares

  • Disposition of Shares In the case of an NSO, if Shares are held for at least one year, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. In the case of an ISO, if Shares transferred pursuant to the Option are held for at least one year after exercise and of at least two years after the Date of Grant, any gain realized on disposition of the Shares will also be treated as long-term capital gain for federal income tax purposes. If Shares purchased under an ISO are disposed of within one year after exercise or two years after the Date of Grant, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (1) the Fair Market Value of the Shares on the date of exercise, or (2) the sale price of the Shares. Any additional gain will be taxed as capital gain, short-term or long-term depending on the period that the ISO Shares were held.

  • Reservation of Shares The Company will reserve and keep available that maximum number of its authorized but unissued securities which are issuable upon exercise of the Warrants and Placement Warrants outstanding from time to time.

  • Acquisition of Shares The Borrower will not acquire any equity, share capital, assets or obligations of any corporation or other entity or permit its Shares to be held by any party other than the Shareholder.

  • Authorization of Shares The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

  • Aggregation of Shares If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock.

  • VALUATION OF SHARES The net asset value per share of the Acquiring Fund Shares shall be the net asset value per share computed as of the close of business on the New York Stock Exchange on the Valuation Date, using the valuation procedures set forth in the Trust’s Declaration of Trust and the Acquiring Fund’s then current prospectus and statement of additional information.

  • Conversion of Shares (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company:

  • RESERVATION OF SHARES, ETC Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the expiration date keep reserved, out of its authorized and unissued Common Stock, a number of Shares sufficient to provide for the exercise of the rights of purchase represented by the Warrants, and the Transfer Agent for the Shares and every subsequent Transfer Agent for the Shares issuable upon the exercise of any of the rights of purchase aforesaid are hereby irrevocably authorized and directed at all times to reserve such number of authorized and unissued Shares as shall be requisite for such purpose. The Company will keep a copy of this Agreement on file with the Transfer Agent for the Shares and with every subsequent Transfer Agent for the Shares issuable upon the exercise of the rights of purchase represented by the Warrants. The Warrant Agent is hereby irrevocably authorized to requisition from time to time from such Transfer Agent certificates required to honor outstanding Warrants that have been exercised. The Company will supply such Transfer Agent with duly executed certificates for such purpose and will itself provide or otherwise make available any cash which may be issuable as provided in Section 9 of this Agreement. All Warrants surrendered in the exercise of the rights thereby evidenced or surrendered for transfer, exchange or partial exercise shall be cancelled by the Warrant Agent and shall thereafter be delivered to the Company.

  • Description of Shares The beneficial interest in the Trust shall be divided into Shares, all without par value. The Trustees shall have the authority from time to time to issue or reissue Shares in one or more Series of Shares (including without limitation the Series specifically established and designated in Section 4.2), as they deem necessary or desirable, to establish and designate such Series, and to fix and determine the relative rights and preferences as between the different Series of Shares as to right of redemption and the price, terms and manner of redemption, special and relative rights as to dividends and other distributions and on liquidation, sinking or purchase fund provisions, conversion rights, and conditions under which the several Series shall have separate voting rights or no voting rights. The Shares of each Series may be issued or reissued from time to time in one or more Classes, as determined by the Board of Trustees pursuant to resolution. Each Class shall be appropriately designated, prior to the issuance of any shares thereof, by some distinguishing letter, number or title. All Shares within a Class shall be alike in every particular. All Shares of each Series shall be of equal rank and have the same powers, preferences and rights, and shall be subject to the same qualifications, limitations and restrictions without distinction between the shares of different Classes thereof, except with respect to such differences among such Classes, as the Board of Trustees shall from time to time determine to be necessary or desirable, including without limitation differences in expenses, in voting rights and in the rate or rates of dividends or distributions. The Board of Trustees may from time to time increase the number of Shares allocated to any Class already created by providing that any unissued Shares of the applicable Series shall constitute part of such Class, or may decrease the number of Shares allocated to any Class already created by providing that any unissued Shares previously assigned to such Class shall no longer constitute part thereof. The Board of Trustees is hereby empowered to classify or reclassify from time to time any unissued Shares of each Series by fixing or altering the terms thereof and by assigning such unissued shares to an existing or newly created Class. Notwithstanding anything to the contrary in this paragraph the Board of Trustees is hereby empowered (i) to redesignate any issued Shares of any Series by assigning a distinguishing letter, number or title to such shares and (ii) to reclassify all or any part of the issued Shares of any Series to make them part of an existing or newly created Class.

  • Reclassification of Shares If the Company at any time shall, by combination, reclassification, exchange or subdivision of securities or otherwise, change any of the securities as to which purchase rights under this Warrant Agreement exist into the same or a different number of securities of any other class or classes, this Warrant Agreement shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Warrant Agreement immediately prior to such combination, reclassification, exchange, subdivision or other change.

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