Qualified Stock Purchase Sample Clauses

Qualified Stock Purchase. The parties intend that all of the outstanding shares of CastlePoint Bermuda Holdings, Ltd., a Bermuda company and a direct wholly-owned subsidiary of Company (“CP Bermuda”), will be transferred to Merger Sub by virtue of the Merger and that such transfer will constitute a “qualified stock purchase” within the meaning of Section 338(d)(3) of the Code.
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Qualified Stock Purchase. The parties agree that the sale of ------------------------ the Subsidiary Shares in exchange for the Seed Purchase Shares and the Promissory Note is intended to constitute a "qualified stock purchase" within the meaning of Section 338 (d)(3) of the Code and the parties will not take any positions inconsistent with that intention in any Return or Subsidiary Return.
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Qualified Stock Purchase. The transaction occurring pursuant to Section 2.01 of this Agreement qualifies as a “qualified stock purchase” within the meaning of Section 338(d)(3) of the Code.
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Qualified Stock Purchase. The Company is and has been since January 1, 1990, an "S" corporation under Section 1361 of the Code (and comparable provisions of New York State law). Pursuant to the terms of this Agreement, the Company agrees to sell, and Purchaser agrees to purchase, stock of the Company representing at least 80% of the total vote and 80% of the total value of the outstanding stock of the Company as of the Closing Date for cash.
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Qualified Stock Purchase. The parties intend that the Exchange be treated as a "qualified stock purchase" described in Section 338 of the Code.
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Related to Qualified Stock Purchase

  • Non-Qualified Stock Options The Options granted hereunder are not intended to be Incentive Stock Options or Qualified Stock Options.

  • Non-Qualified Stock Option This Option is not intended to be an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code and will be interpreted accordingly.

  • Disqualified Stock The amount of Indebtedness of any Person at any date shall be, without duplication, (a) the outstanding balance at such date of all unconditional obligations as described above and the reasonably anticipated liability of any such Contingent Obligations at such date and (b) in the case of Indebtedness of others secured by a Lien to which the property or assets owned or held by such Person is subject, the lesser of the fair market value at such date of any asset subject to a Lien securing the Indebtedness of others and the amount of the Indebtedness secured.

  • Stock Purchase On and subject to the terms and conditions set forth in this Agreement, on the Closing Date, the Purchaser shall purchase from each Seller, and each Seller shall sell and transfer to the Purchaser, all of the shares of Common Stock owned by such Seller as such ownership is set forth on the Schedule of Stockholders attached hereto, free and clear of any Liens.

  • 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, or shall fix a record date for the determination of holders of any class of securities entitled to receive, any Options or Convertible Securities, 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) 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 or, in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading), provided that such Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 2.5) of such shares would be less than the Current Market Price immediately prior to such issue, sale, grant or assumption or immediately prior to the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading), 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

  • Nonqualified Stock Option The Option is a nonqualified stock option and is not, and shall not be, an incentive stock option within the meaning of Section 422 of the Code.

  • Exercise of Nonqualified Stock Option If the Option does not ------------------------------------- qualify as an ISO, there may be a regular federal and California income tax liability upon the exercise of the Option. Participant will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If Participant is a current or former employee of the Company, the Company may be required to withhold from Participant's compensation or collect from Participant and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income at the time of exercise.

  • Stock Repurchase 24 2.37 Disclosure..................................................... 24 SECTION 3.

  • Nonqualified Stock Options If the Shares are held for more than twelve (12) months after the date of purchase of the Shares pursuant to the exercise of an NQSO, any gain realized on disposition of the Shares will be treated as long term capital gain.

  • Subsequent Acquisition of Shares Any Equity Securities of PubCo acquired subsequent to the Effective Date by a Holder shall be subject to the terms and conditions of this Investor Rights Agreement and such shares shall be considered to be “Registrable Securities” as such term is used in this Investor Rights Agreement.

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