Stock Owned by Seller Sample Clauses

Stock Owned by Seller. All Seller Common Stock owned by Seller, or Buyer shall, at the Effective Time, cease to exist, and the certificates for such shares shall, as promptly as practicable thereafter, be canceled and no payments shall be made in consideration therefor. All shares of Buyer Common Stock that are owned by Seller (in each case other than in a fiduciary capacity or as a result of debts previously contracted) shall become treasury stock of Buyer.
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Related to Stock Owned by Seller

  • Stock Ownership Attached hereto as Schedule 8 is a true and correct list of all the duly authorized, issued and outstanding stock of each Subsidiary and the record and beneficial owners of such stock. Also set forth on Schedule 8 is each equity Investment of the Borrower and each Subsidiary that represents 50% or less of the equity of the entity in which such investment was made.

  • Privileges of Stock Ownership Optionee shall have no rights as a shareholder with respect to the Bancorp’s stock subject to this option until the date of issuance of stock certificates to Optionee. Except as provided in the Plan, no adjustment will be made for dividends or other rights for which the record date is prior to the date such stock certificates are issued.

  • Scholarly Sharing On an ad hoc basis, the Authorized Users may transmit to a third party, in hard copy or electronically, minimal, insubstantial amounts or a portion of the Licensed Materials for personal use or scholarly, educational, or scientific research or professional use in the nature of collaboration, comment, or scholarly exchange of ideas but in no case for resale or commercial purposes or in a manner that would substitute for direct access to the Licensed Materials via services offered by the Distributor and/or the Publisher.

  • Information Sharing (a) HHSC will provide the MA Dual SNP with resources regarding the LTSS covered by Medicaid in accordance with this section. (b) Texas Medicaid benefits are described in Attachment B, Texas Medicaid Summary of Benefits. The MA Dual SNP must include the Texas Medicaid Summary of Benefits in its Member Handbook for the MA Product. (c) HHSC and the MA Dual SNP will identify and share information, such as the following: (1) HHSC will provide the MA Dual SNP with links to online Medicaid LTSS provider information for the traditional fee-for-service and STAR+PLUS programs. Within thirty (30) business days after receiving such information, the MA Dual SNP must post a link to this information on its website. (2) The MA Dual SNP must: A) Notify Dual Eligible Members and Other Dual SNP Members, via its member communication materials that information concerning Medicaid provider participation is available on the MA Dual SNP’s website; and B) Notify Dual Eligible Members and Other Dual SNP Members that they may request written copies of Medicaid Provider directories by contacting their STAR+PLUS MCO, C) Assist the Dual Eligible Members and Other Dual SNP Members in obtaining printed copies of Medicaid Provider directories from their STAR+PLUS MCO, and D) Verify that the Dual Eligible Members and Other Dual SNP Member received the requested directory. (3) The MA Dual SNP must notify Network Providers that information concerning Medicaid provider participation is available on the MA Dual SNP’s website. The MA Dual SNP must provide this notice in the Network Provider agreement, Network Provider manuals, bulletins, faxes, policies and procedures, provider manual updates, or other contractual documents. (4) The MA Dual SNP must have written procedures for ensuring that Dual Eligible Members and Other Dual SNP Members have access to the services identified in the MA Product, including policies regarding network adequacy that are consistent with the requirements of the MA Agreement. The MA Dual SNP must provide HHSC with a copy of these policies no later than 5 business days after a request. (d) The MA Dual SNP must encourage Network Provider SNF to electronically submit to the HHSC Medicaid claims administrator a resident transaction notice within 72 hours after a Dual Eligible Member’s admission or discharge from the nursing facility, in accordance with 40 Tex. Admin. Code § 19.2615. (e) The MA Dual SNP is required to notify HHSC of significant changes to the terms of its CMS contract within 10 business days of such changes, which may include but is not limited to the following: changes in the services areas; plan benefit package (PBP) changes; non-renewal; terminations or deficiencies of the contract; notices of intent to deny; and any novation agreements. Plans must submit any CMS warning letters or corrective action plans within 10 business days of receipt to the HHSC point-of- contact identified in Section 9.06. (f) The MA Dual SNP is required to notify HHSC in the event the Plan receives less than a 3.0 star Medicare rating on either its Part C or Part D scores. The Plan must provide an outline of the steps proposed or implemented to improve the low score. (g) The MA Dual SNP must participate in meetings with HHSC, telephonic or in person, relating to the health care provided under this Agreement and their compliance with this Agreement's terms, and to timely provide any necessary information and data upon HHSC's request. (h) The MA Dual SNP, upon request from HHSC, must provide all documents it provides to and receives from CMS, within 30 days of the HHSC request, unless an extension is granted by HHSC.

  • Certain Securities Owned by Company Disregarded In determining whether the holders of the requisite aggregate principal amount of Securities of a particular series have concurred in any direction, consent or waiver under this Indenture, the Securities of that series that are owned by the Company or any other obligor on the Securities of that series or by any Person directly or indirectly controlling or controlled by or under common control with the Company or any other obligor on the Securities of that series shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver, only Securities of such series that the Trustee actually knows are so owned shall be so disregarded. The Securities so owned that have been pledged in good faith may be regarded as Outstanding for the purposes of this Section, if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not a Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.

  • No Claim Regarding Stock Ownership or Consideration There must not have been made or threatened by any Person any claim asserting that such Person (a) is the holder of, or has the right to acquire or to obtain beneficial ownership of the Shares or any other stock, voting, equity, or ownership interest in, the Company, or (b) is entitled to all or any portion of the Acquiror Company Shares.

  • Securities Owned by Company Deemed Not Outstanding In determining whether the holders of the requisite aggregate principal amount of Securities have concurred in any direction, consent or waiver under this Indenture, Securities which are owned by the Company or any other obligor on the Securities or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Securities shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver, only Securities which the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding for the purposes of this Section 7.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote such Securities and that the pledgee is not the Company or any such other obligor or person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.

  • Privilege of Stock Ownership The holder of this option shall not have any of the rights of a shareholder with respect to the Option Shares until such individual shall have exercised the option and paid the Option Price.

  • Stock Ownership and Other Equity Interests Attached hereto as Schedule 7 is a true and correct list of all the issued and outstanding stock, partnership interests, limited liability company membership interests or other equity interest of the Borrower and each Subsidiary and the record and beneficial owners of such stock, partnership interests, membership interests or other equity interests. Also set forth on Schedule 7 is each equity investment of Holdings, the Borrower or any Subsidiary that represents 50% or less of the equity of the entity in which such investment was made.

  • Stock Ownership Guidelines Executive will comply with all stock ownership and stock retention guidelines or policies established by the Board and the Committee, as in effect from time to time.

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