SALES OF UNICAPITAL STOCK Sample Clauses

SALES OF UNICAPITAL STOCK. (a) No Stockholder will directly or indirectly pledge or hypothecate the shares of UniCapital Stock to be received by such Stockholder in the Merger in payment of a portion of the Initial Consideration prior to the date that is six months from the Closing Date. No Stockholder will, directly or indirectly, offer, sell, contract to sell, or otherwise dispose of the shares of UniCapital Stock to be received by such Stockholder in the Merger in payment of a portion of the Initial Consideration prior to the date that is one year from the Closing Date. Until the date that is one year from the Closing Date, no Stockholder will engage in any hedging transaction (including, without limitation, any short sale, short sale "against the box,""collar," "cap," purchase of a "put," sale of a "call" or purchase or sale of any option (whether or not listed) or any other device that would insulate the Stockholder from or mitigate the risk of a change in the price of UniCapital Stock without involving an actual sale of the underlying shares) with respect to any shares of UniCapital Stock or securities convertible into or exchangeable for shares of UniCapital Stock owned by such Stockholder.
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SALES OF UNICAPITAL STOCK. 35 8.13 Qualification..................................................................................36
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SALES OF UNICAPITAL STOCK. (a) No Stockholder will, directly or indirectly, offer, sell, contract to sell, pledge or otherwise dispose of the shares of UniCapital Stock to be received by such Stockholder in the Merger prior to the date that is (i) with respect to the shares issued as of the Closing Date, one year from the Closing Date and (ii) with respect to the shares issued in payment of the Earn-Out Consideration, one year from the date of determination of the Earn-Out Consideration. Until the date that is one year from the Closing Date, no Stockholder will engage in any hedging transaction (including, without limitation, any short sale, short sale "against the box," "collar," "cap," purchase of a "put," sale of a "call" or purchase or sale of any option (whether or not listed) or any other device that would insulate the Stockholder from or mitigate the risk of a change in the price of UniCapital Stock without involving an actual sale of the underlying shares) with respect to any shares of UniCapital Stock or securities convertible into or exchangeable for shares of UniCapital Stock owned by such Stockholder.
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SALES OF UNICAPITAL STOCK. (a) No Stockholder will, directly or indirectly, offer, sell, contract to sell, pledge or otherwise dispose of the shares of UniCapital Stock to be received by such Stockholder in the Merger prior to the date that is (i) with respect to the shares issued as of the Closing Date, including the Holdback Shares, one year from the Closing Date and (ii) with respect to the shares issued in payment of the Earn-Out Consideration, one year from the date of determination of the Earn-Out Consideration. Notwithstanding the foregoing: (i) after January 27, 1999, no Stockholder will be restricted from engaging in any (A) hedging transaction (including, without limitation, any short sale, short sale "against the box," "collar," "cap," purchase of a "put," sale of a "call" or purchase or sale of any option (whether or not listed) or any other device that would insulate the Stockholder from or mitigate the risk of a change in the price of UniCapital Stock without involving an actual sale of the underlying shares) with respect to any shares of UniCapital Stock or securities convertible into or exchangeable for shares of UniCapital Stock owned by such Stockholder, and (B) sale or other disposition of shares of UniCapital Stock, provided such sale or other disposition is conducted in such manner as would be required by law if such shares of UniCapital Stock were restricted stock within the meaning of Rule 144 under the Securities Act ("Rule 144"), had not been held for the minimum holding period specified in Section (d) of Rule 144, and were sold without registration in accordance with the Securities Act; and (ii) on December 2, 1998, the restrictions set forth in this Section shall terminate with respect to 547,945 shares of UniCapital Stock (the "Unrestricted Shares") in such proportion as is set forth on Annex III.
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Related to SALES OF UNICAPITAL STOCK

  • Company Capital Stock “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.

  • Subsidiaries; Capital Stock As of the Closing Date, (a) Schedule 4.15 sets forth the name and jurisdiction of incorporation of each Subsidiary and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party and (b) there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options and restricted stock units granted to employees or directors and directors’ qualifying shares) of any nature relating to any Capital Stock of the Parent Borrower or any Restricted Subsidiary, except (i) with respect to Capital Stock of Loan Parties, as created by the Loan Documents and (ii) otherwise, as permitted by this Agreement.

  • Capital Stock Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, or the holders of any of the following securities, the following shall occur:

  • Dividends; Capital Stock Declare or pay, directly or indirectly, any dividends or make any other distribution, or payment, whether in cash, property, securities or a combination thereof, with respect to (whether by reduction of capital or otherwise) any shares of capital stock (or any options, warrants, rights or other equity securities or agreements relating to any capital stock) of the Borrower, or set apart any sum for the aforesaid purposes (collectively, “Restricted Payments”), except that:

  • Restriction on Sales of Capital Stock The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of 180 days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18.1 shall not apply to (i) the shares of Common Stock to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, of which the Representative has been advised in writing or (iii) the issuance by the Company of stock options or shares of capital stock of the Company under any equity compensation plan of the Company. Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Section 3.18.1 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Representative waives, in writing, such extension; provided, however, that this extension of the Lock-Up Period shall not apply to the extent that FINRA has amended or repealed NASD Rule 2711(f)(4), or has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an Emerging Growth Company prior to or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the Emerging Growth Company or its shareholders that restricts or prohibits the sale of securities held by the Emerging Growth Company or its shareholders after the initial public offering date.

  • Capital Stock Matters The Common Stock conforms in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in all material respects in the Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

  • Sales of Shares The Dealer Manager shall, and each Soliciting Dealer shall agree to, solicit purchases of the Shares only in the jurisdictions in which the Dealer Manager and such Soliciting Dealer are legally qualified to so act and in which the Dealer Manager and each Soliciting Dealer have been advised by the Company in writing that such solicitations can be made.

  • TRANSACTIONS IN CAPITAL STOCK, ORGANIZATION ACCOUNTING Except for the Other Agreements and except as set forth in the Draft Registration Statement, (i) no option, warrant, call, conversion right or commitment of any kind exists which obligates Home or Newco to issue any of their respective authorized but unissued capital stock; and (ii) neither Home nor Newco has any obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity securities or any interests therein or to pay any dividend or make any distribution in respect thereof. Schedule 6.4 also includes complete and accurate copies of all stock option or stock purchase plans, including a list, accurate as of the date hereof, of all outstanding options, warrants or other rights to acquire shares of the stock of Home.

  • Conversion of Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the following securities:

  • TRANSACTIONS IN CAPITAL STOCK Except as set forth on Schedule 5.4, the COMPANY has not acquired any COMPANY Stock since January l, 1995. Except as set forth on Schedule 5.4, (i) no option, warrant, call, conversion right or commitment of any kind exists which obligates the COMPANY to issue any of its capital stock; (ii) the COMPANY has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity securities or any interests therein or to pay any dividend or make any distribution in respect thereof; and (iii) neither the voting stock structure of the COMPANY nor the relative ownership of shares among any of its respective stockholders has been altered or changed in contemplation of the Merger and/or the VPI Plan of Organization. Schedule 5.4 also includes complete and accurate copies of all stock option or stock purchase plans, including a list of all outstanding options, warrants or other rights to acquire shares of the COMPANY's stock and the material terms of such outstanding options, warrants or other rights.

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