STS Shares Sample Clauses

STS Shares. The STS Shares upon issuance shall be duly and validly issued, subscribed, paid-in and outstanding securities, with no liens attached thereto. The terms of issue of STS Shares have been approved in accordance with STS's Articles of Incorporation and bylaws and are not subject to any preemptive rights or right to accrue of any other stockholder of STS. There are no options, warrants, coupons for the subscription of or other rights for the acquisition of shares of STS, nor bonds or preferred shares convertible into or exchangeable for shares, that m ay in general grant STS's current stockholders the right to acquire the STS Shares and STS has not undertaken to issue such opt ions, warrants, coupons for the subscription of shares, rights, bonds or preferred shares. STS has no (a) capital increase or decrease pending; (b) subscription, issue or redemption of shares pending; (c) amendment of its bylaws pending; (d) merger, spin off, split up, or transfer of the business as a going concern pending; or (e) any other corporate action with a similar significance or effect pending. STS is entitled to issue and dispose of the STS Shares with no liens attached thereto, and there are no restrictions on the transfer of such securities to Rentier. Upon the consummation of the transactions contemplated in this Agreement, Rentier shall acquire good and marketable title to, subject to applicable securities law restrictions, the STS Shares, free and clear of any encumbrances, including, without limitation, any priority, preemptive rights or preference granted to any person. The Parties agree that for a period of six (6) months from the issuance of the STS Shares to Rentier, the STS Shares shall be "restricted securities" pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and therefore Rentier shall not be entitled to sell or dispose of the STS Shares, without registration or an applicable exemption therefrom. Subsequent to such six (6) month period, Rentier may sell, transfer or convey the STS Shares as it deems appropriate subject to compliance with the applicable requirements of Rule 144 under the Securities Act.
Sample 1
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Related to STS Shares

  • 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.

  • Acquisition Shares The Acquisition Shares when delivered to the Vendor shall be validly issued and outstanding as fully paid and non-assessable shares, subject to the provisions of this Agreement, and the Acquisition Shares shall be transferable upon the books of the Purchaser, in all cases subject to the provisions and restrictions of all applicable securities laws. Non-Merger and Survival

  • 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.

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

  • 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.

  • 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.

  • Shares The term “

  • Bonus Shares Subject to the terms of the Plan, the Committee may grant Bonus Shares to any Eligible Person, in such amount and upon such terms and at any time and from time to time as shall be determined by the Committee.

  • Merger Shares The Merger Shares have been duly authorized and, when issued in consideration for the conversion of the Company Shares, as a result of the Merger and pursuant to the terms hereof, will be validly issued, fully paid and non-assessable, and not subject to any liens, pledges, charges, encumbrances, restrictions of any kind, preemptive rights or any other rights or interests of third parties or any other encumbrances, except for applicable securities law restrictions on transfer, including those imposed by Regulation D or Section 4(2) of the Securities Act and Rule 144 promulgated under the Securities Act and under applicable “blue sky” state securities laws. Assuming that all of the holders of Company Shares are “accredited investors,” as such term is defined in Regulation D promulgated under the Securities Act, and that all such Persons have complied with all of the terms and conditions of this Agreement, the offer and sale of the Merger Shares under this Agreement will be exempt from the registration requirements of the Securities Act and in compliance with all federal and state securities laws.

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