Purchase Rights; Convertible Securities Sample Clauses

Purchase Rights; Convertible Securities. Except as set forth in Schedule 2.2(b) (which lists the respective holders, the numbers of underlying shares, the grant dates, the vesting schedule, and the exercise price, if applicable), there are no outstanding rights, subscriptions, phantom stock rights, warrants, calls, preemptive rights, convertible or exchangeable securities, options (including the Company Options) or other agreements or commitments of any kind to purchase or otherwise to receive from the Company, currently or after the passage of time or occurrence of any other event, any of the outstanding, authorized but unissued, unauthorized or treasury shares of the Company Stock or any other security of the Company (collectively, “Purchase Rights”). The Company has previously made available to the Buyer true and complete copies of all the agreements and other instruments with respect to the issuance of its outstanding Purchase Rights. Except as set forth in Schedule 2.2(b), no Purchase Right has been repurchased, redeemed, terminated or forfeited other than for no consideration or pursuant to the terms of the Purchase Right or as approved by the Company Board. The Company may, acting unilaterally and without consent or approval from any holder of any Company Options, take the actions set forth in this Agreement and in the Ancillary Agreements with respect to the treatment of vested and unvested Company Options as set forth on Schedule 2.2(b), without violating any provision of the Company Certificate of Incorporation, the Company Equity Plans or applicable Law. (c)
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Purchase Rights; Convertible Securities. Except as set forth in Section 2.2(b) of the Arbortext Disclosure Schedule (which lists, among other things, the respective holders, numbers of underlying shares, grant and termination (or expiration) dates, vesting, exercisability or retention schedule, and the exercise or conversion prices thereof), there are no outstanding rights, subscriptions, warrants, calls, preemptive rights, convertible or exchangeable securities, options (including Options issued under the Arbortext Option Plans) or other agreements or commitments of any kind to purchase or otherwise to receive from Arbortext any of the outstanding, authorized but unissued, unauthorized or treasury shares of Arbortext Stock or any other security of Arbortext (collectively, "Purchase Rights"). Arbortext has previously provided or otherwise made available to PTC true and correct copies of all the agreements and other instruments with respect to its outstanding Purchase Rights. No Purchase Right has been repurchased, redeemed, terminated or forfeited other than for no consideration pursuant to its terms.
Purchase Rights; Convertible Securities. Except as set forth in Schedule 2.2(b) of the Company Disclosure Schedule (which lists the respective holders, the numbers of underlying shares, the grant dates, the vesting schedule, and the exercise price, if applicable), there are no outstanding rights, subscriptions, phantom stock rights, warrants, calls, preemptive rights, convertible or exchangeable securities, options (including Company Options) or other agreements or commitments of any kind to purchase or otherwise to receive from the Company, currently or after the passage of time or occurrence of any other event, any of the outstanding, authorized but unissued, unauthorized or treasury shares of the Company Stock or any other security of the Company or any right to Merger Consideration (collectively, “Purchase Rights”). The Company has previously made available to the Buyer true and correct copies of all the agreements and other instruments with respect to its outstanding Purchase Rights. No Purchase Right has been repurchased, redeemed, terminated or forfeited other than for no consideration pursuant to its terms.
Purchase Rights; Convertible Securities. Except as set forth in Schedule 2.2(b)(i) of the Company Disclosure Schedule (which lists the respective holders, the numbers of underlying units, the grant dates, the vesting schedule, and the exercise price, if applicable), there are no and there have never been any outstanding rights, subscriptions, phantom stock rights, unit appreciation rights, warrants, calls, preemptive rights, convertible or exchangeable securities, options or other agreements or commitments of any kind to purchase or otherwise to receive from the Company, currently or after the passage of time or occurrence of any other event, any of the outstanding, authorized but unissued, unauthorized or treasury units of the Company Securities or any other security of the Company or any right to Merger Consideration (collectively, “Purchase Rights”). The Company has previously Made Available to Parent true and correct copies of all the agreements and other instruments with respect to its outstanding Purchase Rights. No Purchase Right has been repurchased, redeemed, terminated or forfeited other than for no consideration pursuant to its terms. The Intel Warrant is exercisable for 11,700 Class A Units and no customer introductions have been made by Intel which would cause the vesting of additional Class A Units in accordance with the terms of the Intel Warrant. DB3/200169974.12

Related to Purchase Rights; Convertible Securities

  • Options and Convertible Securities The consideration per share received by the Company for Additional Shares of Common Stock issued pursuant to Section 3.3(2), relating to Options and Convertible Securities, shall be determined by dividing:

  • Convertible Securities Any evidences of indebtedness, shares of stock (other than Common Stock) or other securities directly or indirectly convertible into or exchangeable for Additional Shares of Common Stock.

  • Treatment of Options and Convertible Securities In case the Company at any time or from time to time after the date hereof shall issue, sell, grant or assume any Options or Convertible Securities (both as defined below), then, and in each such case, the maximum number of Additional Shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number the purpose of which is to protect against dilution) at any time issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue, sale, grant or assumption; PROVIDED, HOWEVER, that such Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 3.e hereof) of such shares would be less than the greater of the Current Market Price or the Warrant Price in effect on the date of and immediately prior to such issue, sale, grant or assumption, as the case may be; and PROVIDED, FURTHER, that in any such case in which Additional Shares of Common Stock are deemed to be issued:

  • Common Stock 1 Company........................................................................1

  • Issuance of Convertible Securities If the Company in any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where the same are issuable upon the exercise of Options) and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the Market Price on the date of issuance, then the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities will, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such conversion or exchange" is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

  • Purchase Rights In addition to any adjustments pursuant to Section 2 above, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Maximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).

  • Stock Warrants Subject to Board approval, Executive shall be granted stock warrants (the "Two Million Warrants") to purchase an aggregate of Two Million (2,000,000) shares of common stock of the Company. The Two Million Warrants are deemed to be of record as of January 1, 2007. The Two Million Warrants shall be granted in accordance with, and subject to the following:

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