Ramtron Shares Sample Clauses

Ramtron Shares. The authorized capital stock of Ramtron consists of -------------- 50,000,000 shares of Ramtron Common Stock and 10,000,000 shares, par value $.01 per share, of Preferred Stock (the "Ramtron Preferred Stock"). As of the date hereof, 17,476,488 shares of Ramtron Common Stock were issued and outstanding and 907 shares of Ramtron Preferred Stock were issued and outstanding. All outstanding shares of Ramtron Common Stock are validly issued, fully paid and nonassessable and not subject to preemptive rights. The shares of Ramtron Common Stock issuable pursuant to the terms of this Agreement, if and when paid for and delivered in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any lien, pledge, security interest, claim or other encumbrance, except for restrictions under United States federal or state securities laws. Except as disclosed on Schedule 4.3 hereto, there are no options, warrants, calls, rights, commitments, conversion rights or agreements of any character to which Ramtron or of any subsidiary of Ramtron is a party or by which Ramtron or any of subsidiary of Ramtron is bound obligating Ramtron or any of subsidiary of Ramtron to issue, deliver or sell, or cause to be issued, delivered or sold, any shares of capital stock of Ramtron or any of subsidiary of Ramtron or securities convertible into or exchangeable for shares of capital stock of Ramtron or of any subsidiary of Ramtron, or obligating Ramtron or any subsidiary of Ramtron to grant, extend or enter into any such option, warrant, call, right, commitment, conversion right or agreement.
Sample 1
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Ramtron Shares. 15 4.4 No Breach, Violation or Default ..................................16 4.5 No Consent or Approval Required ..................................16 4.6
Sample 1

Related to Ramtron Shares

  • 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.

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

  • 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.

  • 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.

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

  • Option Shares For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares, the Company hereby grants to the Underwriters an option to purchase up to [●] additional shares of Common Stock, representing fifteen percent (15%) of the Firm Shares sold in the offering, from the Company (the “Over-allotment Option”). Such [●] additional shares of Common Stock, the net proceeds of which will be deposited with the Company’s account, are hereinafter referred to as “Option Shares.” The purchase price to be paid per Option Share shall be equal to the price per Firm Share set forth in Section 1.1.1 hereof. The Firm Shares and the Option Shares are hereinafter referred to together as the “Public Securities.” The offering and sale of the Public Securities is hereinafter referred to as the “Offering.”

  • 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.

  • The Shares The Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights.

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