Target Stock. None of Parent, Merger Sub, or their respective Affiliates (i) owns (directly or indirectly, beneficially or of record) any securities of the Target or (ii) holds any right to acquire, hold, vote or dispose of any securities in the Target, except as contemplated by the Voting Agreements. Neither Parent nor Merger Sub is an “affiliated shareholder” of the Target as defined in Section 13.02A.(2) of the TBCA and Section 21.602 of the TBOC. Parent and Merger Sub represent and warrant that as of the date hereof, more than three (3) years has lapsed since any Affiliate of Parent or Merger Sub first became an “affiliated shareholder” in the Target as defined in Section 13.02A.(2) of the TBCA and Section 21.602 of the TBOC.
Target Stock. The number of shares of Target Stock eligible to vest, if any, shall be determined based on achievement of the following Performance Goals. [ ] percent ([ ]%) of the Target Stock will vest based on [METRIC 1] (such Target Stock, the “[METRIC 1] Target Stock”), and [ ] percent ([ ]%) of the Target Stock will vest based on [METRIC 2] (such Target Stock, the “[METRIC 2] Target Stock”), in each case as set forth in the tables below.
i. One third (1/3) of the shares of [METRIC 1] Target Stock are eligible to vest based on actual [METRIC 1] for [YEAR 1], one third (1/3) of the [METRIC 1] Target Stock are eligible to vest based on actual [METRIC 1] for [YEAR 2], and one third (1/3) of the [METRIC 1] Target Stock are eligible to vest based on actual [METRIC 1] for [YEAR 3]. One third (1/3) of the shares of [METRIC 2] Target Stock are eligible to vest based on actual [METRIC 2] for [YEAR 1], one third (1/3) of the [METRIC 2] Target Stock are eligible to vest based on actual [METRIC 2] for [YEAR 2], and one third (1/3) of the [METRIC 2] Target Stock are eligible to vest based on actual [METRIC 2] for [YEAR 3]. Shares of Target Stock that do not vest for a particular Fiscal Year based on the Company’s actual performance for that Fiscal Year are forfeited and not eligible to vest in a subsequent year.
ii. If [METRIC 1] is below the applicable [METRIC 1] Threshold set forth below, then zero percent (0%) of the [METRIC 1] Target Stock will vest, and if [METRIC 2] is below the applicable [METRIC 2] Target Stock Threshold, then zero percent (0%) of the [METRIC 2] Target Stock will vest. If [METRIC 1] is at or above the applicable [METRIC 1] Target set forth below, then one hundred percent (100%) of the [METRIC 1] Target Stock will vest, and if [METRIC 2] is at or above the applicable [METRIC 2] Target Stock Target, then one hundred percent (100%) of the [METRIC 2] Target Stock will vest. If either [METRIC 1] and/or [METRIC 2] is between the various thresholds set forth in the table below, a pro-rata percentage of [METRIC 1] Target Stock and/or [METRIC 2] Target Stock relative to the applicable percentages will vest, as applicable. For the avoidance of doubt, [METRIC 1] Target Stock and [METRIC 2] Target Stock may vest at different percentages, and in no event shall the aggregate amount of [METRIC 1] Target Stock and [METRIC 2] Target Stock that vests exceed the aggregate amount of Target Stock. [YEAR 2] – Target Stock [METRIC 1] Actual [YEAR 1] +% below1 [METRIC 2] Actual...
Target Stock. Each Target Stockholder holds of record and owns beneficially the number of Target Shares set forth next to his name on the attached Exhibit A, free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Each Target Stockholder is not a party to any option, warrant, purchase right, or other contract or commitment that could require such Target Stockholder to sell, transfer, or otherwise dispose of any capital stock of the Target (other than this Agreement). No Target Stockholder is subject to any voting trust, proxy, or other agreement or other understanding with respect to the voting of any capital stock of the Target.
Target Stock. The number of shares of Target Stock eligible to vest, if any, shall be determined based on achievement of rTSR (such Target Stock, the “rTSR Target Stock”) as set forth in the table below.
i. The shares of rTSR Target Stock are eligible to vest based on rTSR measured at the end of [YEAR 3]. Shares of rTSR Target Stock that do not vest based on the Company’s actual performance are forfeited.
ii. If rTSR is below the Threshold set forth below, then zero percent (0%) of the rTSR Target Stock will vest. If rTSR is at the Threshold set forth below, then [THRESHOLD PERCENTAGE] of the rTSR Target Stock will vest. If rTSR is at or above the Target set forth below, then one hundred percent (100%) of the rTSR Target Stock will vest. If rTSR is between the various thresholds set forth in the table below, a pro-rata percentage of rTSR Target Stock relative to the applicable percentages will vest, as applicable.
Target Stock. 11 4.7. Capitalization.................................................... 11 4.8. Title to Assets................................................... 12 4.9. Financial Statements..............................................
Target Stock. Each Seller holds of record and owns beneficially the ------------ Target Stock set forth next to his name in Schedule 1 hereto, free and clear of ---------- any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), Taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. None of the Sellers is a party to any option, warrant, purchase right, or other contract or commitment that could require the Seller to sell, transfer, or otherwise dispose of any capital stock of the Target (other than this Agreement). None of the Sellers is not a party to any voting trusts or agreements, proxy, or other agreement or understanding with respect to the voting of any capital stock of the Target.
Target Stock. Recital A Target Disclosure Schedule............................................Article IV
Target Stock. No Shareholder will create or incur or suffer to exist any mortgage, lien, pledge, hypothecation, charge, encumbrance or restriction of any kind on the Target Stock other than disclosed in this Agreement.
Target Stock. Target Stock" shall mean all of the issued and ------------ outstanding capital stock of the Target immediately before the Merger.
Target Stock. Target's shareholders shall deliver at closing (the "Closing" hereinafter described) to Parent all of the issued and outstanding stock of Target, free and clear of all liens and encumbrances (except for the Alabama Assessment of Share Tax), with each certificate properly endorsed to Parent or with appropriate stock powers attached. Target's attorney, Xxxxxx X. Xxxxxxx, Xx., shall hold said stock pending delivery of Parent stock below. When Parent stock is so delivered, Xxxxxxx shall release the Target stock to Parent.
