Stock Holdings Sample Clauses

Stock Holdings. The minimum stock holding of the Pharmaceutical that must be held by you (or on your behalf) in New Zealand and available for supply is set out in Annex 1.
Sample 1Sample 2
AutoNDA by SimpleDocs
Stock Holdings. As of the Effective Date, each of Worthington and the Management Investor will own that number of shares of Class A Common Stock and Class B Common Stock set forth below opposite his or its name. Original Number of Shares of Number of Shares of Stockholder Class A Common Stock Class B Common Stock ----------- -------------------- -------------------- Management Investor 8,515 7,390,400 Worthington 5,527,600 472,000
Sample 1
Stock Holdings. (a) The Investor holds 5,400,000 shares of the Company's Common Stock, par value $0.00001 per share (the "Common Stock") which were purchased in private placements, and an additional 555,555 shares of Common Stock which were issued to the Investor in connection with his service to the Company as an officer and director. Under that certain Amendment to the Employment Agreement (the "Amendment") by and between the Company and the Investor dated as of even date herewith, the Company agreed to issue 88,888 shares of Common Stock to the Investor for services. Under the Amendment, the Investor also was issued a Common Stock Purchase Warrant (the "Warrant"), dated as of even date herewith, pursuant to which the Investor has the right to purchase 2,000,000 shares of Common Stock at an exercise price per share of $0.18. All of the foregoing shares, whether held now by the Investor or received by the Investor in the future as compensation for services or upon exercise of the Warrant, are herein referred to as the "Shares". (b) The Investor hereby represents and warrants that, other than the Shares and the Warrant, Investor has no holdings, ownership, beneficial or otherwise, of any shares of Common Stock, any shares of preferred stock, or any other shares of capital stock of the Company (or any subsidiary or affiliate of the Company), of any class or series, any options or warrants to acquire, or any other security convertible or exchangeable for, Common Stock, preferred stock or other capital stock of the Company (or any subsidiary or affiliate of the Company), or any other rights (other than the registration rights under this Agreement or the rights to the issuance of shares for compensation for services under the Amendment) in or with respect to Common Stock, preferred stock, other capital stock, options, warrants or other such securities, whatsoever, and Investor hereby waives and forever releases any and all claims against the Corporation, any subsidiary or affiliate of the Corporation, or any of their respective officers, directors, stockholders, employees, agents or representatives in respect of any such securities.
Sample 1
Stock Holdings. Upon consummation of the transactions contemplated by the Closing and, it will own the capital stock of the Company set forth opposite its name on Schedule 1 of the Stockholders Agreement.
Sample 1
Stock Holdings. You must ensure you have sufficient stock of the Pharmaceutical to meet any Purchase Order requirements.
Sample 1
Stock Holdings. None, except as received in settlement of liabilities created in the ordinary course of business plus investments not to exceed $25,000,000 in total. The Borrower will be ineligible from purchasing any securities should the Company's Leverage Ratio exceed 50%.
Sample 1
Stock Holdings. Also in consideration of the Employee’s promises, covenants and releases set forth in this Agreement, including the releases given by the Employee to the Company and the other Company Releasees (as defined below) in Sections 9 and 10 of this Agreement, and contingent upon: (a) the Employee’s execution and delivery of this Agreement to the Company during the Review Period (as defined below in Section 10); (b) this Agreement becoming effective and not revoked (as defined below in Section 10); and (c) the Employee’s compliance with all the terms and conditions of this Agreement, the Employee shall retain all 216,667 shares of Company stock in Employee's account, #00000000 at ClearTrust, inclusive of the 33,333 unvested shares restricted share awards that do not vest until December 2, 2021. At the request of Employee, the Company will provide appropriate legal opinion letters to ClearTrust regarding Employee's submission of a Rule 144 legend removal request.
Sample 1
AutoNDA by SimpleDocs

Related to Stock Holdings

  • Holdings Holdings shall not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (1) its ownership of the Equity Interests of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (2) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes relating to such maintenance) and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii)), (3) the performance of its obligations with respect to the Transactions, the Acquisition Agreement, the Loan Documents and any other documents governing Indebtedness permitted hereby, (4) any public offering of its common equity or any other issuance, registration or sale of its Equity Interests, (5) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiaries, (6) if applicable, participating in Tax, accounting and other administrative matters on behalf of itself or as a member of any Tax Group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (7) holding any cash or property (but not operate any property), (8) providing indemnification to officers and directors, (9) merging, amalgamating or consolidating with or into any Person (in compliance with Section 7.03), (10) repurchases of Indebtedness through open market purchases and Dutch auctions, (11) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (12) any transaction with the Borrower and/or any Restricted Subsidiary to the extent expressly permitted under this Article VII, and (13) any activities incidental or reasonably related to the foregoing.

  • Bank Holding Company Borrower is not a “bank holding company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System.

  • PORTFOLIO HOLDINGS The Adviser will not disclose, in any manner whatsoever, any list of securities held by the Portfolio, except in accordance with the Portfolio’s portfolio holdings disclosure policy.

  • Capital Stock of the Company The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

  • Capital Stock of Merger Sub Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.0001 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

  • SUCCESSOR TO THE HOLDING COMPANY The Holding Company shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Institution or the Holding Company, expressly and unconditionally to assume and agree to perform the Holding Company's obligations under this Agreement, in the same manner and to the same extent that the Holding Company would be required to perform if no such succession or assignment had taken place.

  • NCL CORPORATION LTD an exempted company incorporated under the laws of Bermuda with its registered office at Park Xxxxx, 00 Xxx-xx-Xxxxx Xxxx, Xxxxxxxx XX 00, Bermuda (the "Guarantor")

  • Limitation on Preferred Stock of Restricted Subsidiaries The Company shall not permit any of its Restricted Subsidiaries to issue any Preferred Stock (other than to the Company or to a Wholly Owned Restricted Subsidiary of the Company) or permit any Person (other than the Company or a Wholly Owned Restricted Subsidiary of the Company) to own any Preferred Stock of any Restricted Subsidiary of the Company.

  • Capital Stock of Subsidiaries All of the outstanding capital stock of, or other equity or voting interest in, each Subsidiary of the Company (i) has been duly authorized, validly issued and is fully paid and nonassessable; and (ii) except for director’s qualifying or similar shares, is owned, directly or indirectly, by the Company, free and clear of all liens (other than Permitted Liens) and any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent such Subsidiary from conducting its business as of the Effective Time in substantially the same manner that such business is conducted on the date of this Agreement.

  • Subsidiaries; Equity Interests As of the Closing Date, neither the Parent Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11, and all of the outstanding Equity Interests in the Parent Borrower and its Subsidiaries have been validly issued, are fully paid and, in the case of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, all Equity Interests owned directly or indirectly by Holdings or any other Loan Party are owned free and clear of all Liens except (i) those created under the Collateral Documents, (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 (a) sets forth the name and jurisdiction of organization or incorporation of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Parent Borrower and any of their Subsidiaries in each of their Subsidiaries, including the percentage of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!