Share Conditions Sample Clauses

Share Conditions. Share conditions are as set forth in the Articles of Incorporation of the Company. EXHIBIT C LEGAL OPINION [Farris, Vaughan, Wills & Murphy LLP Letterhexx] July ___, 2005 TO: Beacon Power Corporation Dear Sirs: Re: NxtPhase T & D Corporation We have acted as counsel to NxtPhase T & D Corporation (the "Corporation") in connection with the issuance and sale by the Corporation of 111,111 Class A Preferred Shares (the "Class A Preferred Shares") for US $4.50 per share, in accordance with the terms of a securities purchase agreement (the "Securities Purchase Agreement"), dated July , 2005, between the Corporation and Beacon Power Corporation (the "Investor"). This opinion is being provided pursuant to section 2.3(a)(v) of the Securities Purchase Agreement and, unless the context requires otherwise, all capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Securities Purchase Agreement. SCOPE OF INQUIRIES We have examined the following documents:
Sample 1
AutoNDA by SimpleDocs
Share Conditions. The rights, privileges, restrictions and conditions attached to the shares of the Corporation are as set out in Schedule 3.1(e) attached hereto.
Sample 1
Share Conditions. The rights, privileges, restrictions and attributes of the shares of the capital of the Corporation are as set out in the Organizational Documents of the Corporation, copies of which are attached as Schedule “F”.
Sample 1
Share Conditions. The rights, privileges and restrictions attaching ---------------- to the Preferred Shares and the New Common Shares are set forth in the Plan of Arrangement. ARTICLE XI ------- -- GENERAL PROVISIONS ------------------
Sample 1
Share Conditions. The rights, privileges, restrictions and conditions attaching to the common shares and the preference shares are as follows: Common Shares The holders of the common shares shall be entitled:
Sample 1
Share Conditions. The Settlement Shares, and an additional 400,000 shares owned by StartNest, must be kept in trading accounts with a reputable brokerage firm (including but not limited to Dreyfus) provided that StartNest hereby promises that the following sale restrictions shall be followed in perpetuity: Any sale, resale, short-sale, hedging transaction or other transaction other than outright buying of MED stock (collectively "sale transaction") in which the public marketplace is utilized to obtain the monies necessary to complete the sale transaction shall be limited as follows: (a) StartNest shall not in any trading day engage in a sale transaction in which StartNest sells more than the 7,000 shares; and (b) StartNest may at its discretion, notwithstanding subsection 3(a) above and notwithstanding any other fact or circumstance, engage in a sale transaction in which it sells up to 50,000 shares per trading day in any sale transaction occurring at a time when the public trading price of MED is above $20 per share. StartNest agrees to at all times comply with all applicable requirements, laws and regulations with respect to all transactions appertaining or relating to the trading of stock in MED. The certificates representing the Settlement Shares shall bear appropriate legends reflecting the restrictions on transfer imposed by law as well as the volume restrictions provided for in this paragraph 3.
Sample 1
Share Conditions. The rights, privileges, restrictions and conditions attaching to the Class A Preferred Shares are as follows:
Sample 1
AutoNDA by SimpleDocs
Share Conditions. The rights, privileges, restrictions and conditions attaching to the common shares of Amalco are as set out in Schedule 1 to this Agreement.
Sample 1

Related to Share Conditions

  • Performance Conditions The Shares shall be issuable only if (and to the extent) that the Performance Criteria, set forth herein, are satisfied during the Performance Period. The Controller of the Company and the Compensation Committee of the Board of Directors of the Company shall certify whether, and to what extent, the Performance Criteria have been achieved. If the minimum performance is not met, no Shares shall be issued and the Award shall be forfeited.

  • Release Conditions As used in this Agreement, "Release Conditions" shall mean the following:

  • Fulfillment of Conditions Purchaser (a) shall take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each other condition to the obligations of Seller contained in this Agreement, and (b) shall not, and shall not permit any of its Affiliates to, take or fail to take any action that would reasonably be expected to result in the non-fulfillment of any such condition.

  • Corporate Condition The Company's condition is, in all material respects, as described in the Disclosure Documents (as further set forth in any subsequently filed Disclosure Documents, if applicable), except for changes in the ordinary course of business and normal year-end adjustments that are not, in the aggregate, materially adverse to the Company. Except for continuing losses, there have been no material adverse changes to the Company's business, financial condition, or prospects since the dates of such Disclosure Documents. The financial statements as contained in the 10-KSB and 10-QSB have been prepared in accordance with generally accepted accounting principles, consistently applied (except as otherwise permitted by Regulation S-X of the Exchange Act), subject, in the case of unaudited interim financial statements, to customary year end adjustments and the absence of certain footnotes, and fairly present the financial condition of the Company as of the dates of the balance sheets included therein and the consolidated results of its operations and cash flows for the periods then ended,. Without limiting the foregoing, there are no material liabilities, contingent or actual, that are not disclosed in the Disclosure Documents (other than liabilities incurred by the Company in the ordinary course of its business, consistent with its past practice, after the period covered by the Disclosure Documents). The Company has paid all material taxes that are due, except for taxes that it reasonably disputes. There is no material claim, litigation, or administrative proceeding pending or, to the best of the Company's knowledge, threatened against the Company, except as disclosed in the Disclosure Documents. This Agreement and the Disclosure Documents do not contain any untrue statement of a material fact and do not omit to state any material fact required to be stated therein or herein necessary to make the statements contained therein or herein not misleading in the light of the circumstances under which they were made. No event or circumstance exists relating to the Company which, under applicable law, requires public disclosure but which has not been so publicly announced or disclosed.

  • Existing Conditions Tenant accepts the Property in its condition as of the execution of the Lease, subject to all recorded matters, laws, ordinances, and governmental regulations and orders. Except as provided herein, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation as to the condition of the Property or the suitability of the Property for Tenant's intended use. Tenant represents and warrants that Tenant has made its own inspection of and inquiry regarding the condition of the Property and is not relying on any representations of Landlord or any Broker with respect thereto. If Landlord or Landlord's Broker has provided a Property Information Sheet or other Disclosure Statement regarding the Property, a copy is attached as an exhibit to the Lease.

  • Satisfaction of Conditions The conditions precedent set out in Section 6.1, Section 6.2 and Section 6.3 shall be conclusively deemed to have been satisfied, waived or released at the Effective Time.

  • Continuing Conditions The obligations of each Lender to make Advances (including the initial Advance) under this Agreement and the obligation of the Issuing Lender to issue any Letters of Credit shall be subject to the continuing conditions that:

  • Xxxxx of Option; Conditions Tenant shall have the right to extend the Term (the “Renewal Option”) for one additional period of 5 years commencing on the day following the Termination Date of the initial Term and ending on the 5th anniversary of the Termination Date (the “Renewal Term”), if:

  • Market Conditions Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer. The Custodian shall provide to each Board the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian described on Schedule C hereto at the time or times set forth on such Schedule. The Custodian may revise Schedule C from time to time, provided that no such revision shall result in a Board being provided with substantively less information than had been previously provided hereunder.

  • Offer Conditions “Offer Conditions” is defined in Section 1.1(b) of the Agreement.

Time is Money Join Law Insider Premium to draft better contracts faster.