Unencumbered Shares Sample Clauses

Unencumbered Shares. Maintain, at all times during the Unsecured Period, ownership and control of common shares of US Xpress stock in the name of the Loan Parties having an aggregate fair market value of not less than $75,000,000, held and maintained in accounts with the Lender and/or any of its Affiliates or the Transfer Agent (the “Unencumbered Shares”).
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Unencumbered Shares. Secured Party agrees, notwithstanding any provision to the contrary set forth herein, that in connection with any sale, transfer or other disposition by it of the Pledged Collateral in accordance with this Section 9, Secured Party shall first remove its lien against such Pledged Collateral so that the transferee of such Pledged Collateral will acquire, in accordance with this Section 9, such Pledged Collateral free and clear of all liens, encumbrances and other restrictions or title defects.
Sample 1
Unencumbered Shares. 1 In respect of Section 5.03(c) of the Credit Agreement, at all times, and as at the end of, the calendar year ended on the Reporting Date, the Loan Parties 1 Tested solely during the Unsecured Period maintained ownership and control of common shares of US Xpress stock in the name of the Loan Parties having an aggregate fair market value of not less than $25,000,000, held and maintained in accounts with the Lender and/or any of its Affiliates or the Transfer Agent (the “Unencumbered Shares”).
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Unencumbered Shares. WGHI and MIOA mutually covenant and agree that each and every share of common stock and preferred stock to be transferred, assigned and conveyed by one party to the other shall be free and clear of all liens, encumbrances and restrictions on transfer other than restrictions pursuant to applicable state and federal securities laws.
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Unencumbered Shares. The Company agrees, notwithstanding any provision to the contrary set forth herein, that in connection with any sale, transfer or other disposition by it of the Pledged Collateral in accordance with this Section 8, the Company shall first remove its lien against such Pledged Collateral so that the transferee of such Pledged Collateral is acquiring, in accordance with this Section 8, such Pledged Collateral free and clear of all liens, encumbrances and other restrictions or title defects.
Sample 1
Unencumbered Shares. On the Closing Date, except as mentioned in Annex 8.1.2, Sellers (and/or CP) shall be the lawful owners of the Controlling Shares and TCOPar shall be the lawful owner of the TCO’s Controlled Companies’ shares, entirely free and clear of any liens, pledges, charges, options, priority rights, usufruct and other claims of any nature whatsoever, and shall have all the rights and power required by law for the sale, transfer and delivery of the Controlling Shares to Purchaser under the terms of this Final Agreement. The sale, transfer and delivery of the Controlling Shares to Purchaser under the terms of this Final Agreement shall transfer to and vest Purchaser in the regular and full ownership thereof and, indirectly, of TCOPar’s shares in the TCO’s Controlled Companies, except for the restrictions mentioned in Annex 8.1.2.
Sample 1
Unencumbered Shares. JB represents and warrants with respect to the Shares currently owned by her (as indicated in the Premises hereto) that she is the owner of such Shares and, except as provided for herein, such Shares are free and clear of all security interests, liens, claims, pledges, options, rights of first refusal agreements limitations on voting rights, charges and other encumbrances of any nature whatsoever. Except as provided herein, JB has the sole voting power with respect to such Shares.
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Unencumbered Shares. Each Shareholder covenants and agrees to keep its Shares and its Shareholder Claims free and clear of all Encumbrances. Notwithstanding the foregoing, each Shareholder will be entitled and will, to the extent required by the lender of any Project Financing, pledge its Shares and postpone its Shareholder Claims to such lender provided that such lender agrees to be bound by the terms and conditions of this Agreement and the Management Agreement (if such Shareholder is a party), in the place and stead of such Shareholder should it wish to realize upon all or any portion of the Shares constituting security for any indebtedness or liability of a Shareholder.
Sample 1
Unencumbered Shares. AL represents and warrants with respect to the Shares currently held by him (as indicated in the Premise hereto) that he is the owner of such Shares and, except as provided for herein, such Shares are free and clear of all security interests, liens, claims, pledges, options, rights of first refusal agreements limitations on voting rights, charges and other encumbrances of any nature whatsoever. Except as provided herein, AL has the sole voting power with respect to such Shares.
Sample 1

Related to Unencumbered Shares

  • Calculation of Number and Percentage of Beneficial Ownership of Outstanding Voting Shares For purposes of this Agreement, the percentage of Voting Shares Beneficially Owned by any Person, shall be and be deemed to be the product (expressed as a percentage) determined by the formula: 100 x A/B where: A = the number of votes for the election of all directors generally attaching to the Voting Shares Beneficially Owned by such Person; and B = the number of votes for the election of all directors generally attaching to all outstanding Voting Shares. Where any Person is deemed to Beneficially Own unissued Voting Shares, such Voting Shares shall be deemed to be outstanding for the purpose of calculating the percentage of Voting Shares Beneficially Owned by such Person.

  • Outstanding Shares On the Closing Date, Pubco will have no more than 7,669,521 shares of Pubco Common Stock issued and outstanding immediately prior to the issuance of the Pubco Shares and the Pubco Warrants as contemplated by this Agreement and will have no more than 43,767,021 shares Pubco Common Stock and 3,048,750 Pubco Warrants issued and outstanding immediately after the issuance of the Pubco Shares and the Pubco Warrants as contemplated by this Agreement.

  • Partnership Units Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately redemptions, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on the number of Partnership Units held by, and the Percentage Interest of, any Partner. Each Partnership Unit shall entitle the holder thereof to one vote on all matters on which the Partners (or any portion of the Partners) are entitled to vote under this Agreement.

  • Restricted Securities Owners/Ownership Restrictions From time to time or upon request of the Depositary, the Company shall provide to the Depositary a list setting forth, to the actual knowledge of the Company, those persons or entities who beneficially own Restricted Securities and the Company shall update such list on a regular basis. The Depositary may rely on such list or update but shall not be liable for any action or omission made in reliance thereon. The Company agrees to advise in writing each of the persons or entities who, to the knowledge of the Company, holds Restricted Securities that such Restricted Securities are ineligible for deposit hereunder and, to the extent practicable, shall require each of such persons to represent in writing that such person will not deposit Restricted Securities hereunder. Holders and Beneficial Owners shall comply with any limitations on ownership of Shares under the Memorandum and Articles of Association or applicable Cayman Islands law as if they held the number of Shares their ADSs represent. The Company shall, in accordance with Article (24) of the Receipt, inform Holders and Beneficial Owners and the Depositary of any other limitations on ownership of Shares that the Holders and Beneficial Owners may be subject to by reason of the number of ADSs held under the Articles of Association or applicable Cayman Islands law, as such restrictions may be in force from time to time. The Company may, in its sole discretion, but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner pursuant to the Memorandum and Articles of Association, including but not limited to, the removal or limitation of voting rights or the mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADRs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Memorandum and Articles of Association; provided that any such measures are practicable and legal and can be undertaken without undue burden or expense, and provided further the Depositary’s agreement to the foregoing is conditional upon it being advised of any applicable changes in the Memorandum and Articles of Association. The Depositary shall have no liability for any actions taken in accordance with such instructions.

  • Ownership of Subject Shares; Total Shares As of the date hereof, such Stockholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 4.1 hereof or accepted for payment pursuant to the Offer) at all times during the Agreement Period (as defined below) will be, the record and/or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such Stockholder’s Subject Shares and has good and marketable title to all such Subject Shares free and clear of any Liens, except for (a) any such Lien that may be imposed pursuant to (i) this Agreement and (ii) any applicable restrictions on transfer under the Securities Act or any state securities law and (b) community property interests under applicable Law (collectively, “Permitted Liens”). Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition), the number of Subject Shares listed on Schedule A opposite such Stockholder’s name are the only equity interests in the Company beneficially owned or owned of record by such Stockholder as of the date hereof. Other than the Subject Shares, such Stockholder does not own any shares of Company Common Stock, Company Stock Options or any other interests in, options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the Company.

  • Membership Units The Company is initially organized with One (1) class of Membership Interests, designated in Units, which Units are initially the only class of equity in the Company. The Units shall have no par value and shall be of a single class with identical rights. The Company shall have a first lien on the Units of any Member for any debt or liability owed by such Member to the Company. Additional and different classes of Membership Interests represented by different Units may be created and issued to new or existing Members on such terms and conditions as the Governors may determine. Such additional and different classes may have different rights, powers and preferences (including, without limitation, voting rights and distribution preferences), which may be superior to those of existing Members. Members shall have no preemptive rights to acquire additional or newly created Units.

  • Capitalization; Voting Rights (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of which 1,000,000,000 are shares of Common Stock, par value $0.001 per share, 99,776,704 shares of which of which are issued and outstanding and 10,502,000 are shares of preferred stock, par value $0.001 per share of which 378,061 shares of Series A preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c). (ii) Except as disclosed on Schedule 12(c), other than: (i) the shares reserved for issuance under the Parent's stock option plans; and (ii) shares which may be issued pursuant to this Agreement and the Ancillary Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements, or arrangements or agreements of any kind for the purchase or acquisition from the Parent of any of its securities. Except as disclosed on Schedule 12(c), neither the offer or issuance of any of the Note, the Options or the Warrants, or the issuance of any of the Note Shares, the Option Shares or the Warrant Shares, nor the consummation of any transaction contemplated hereby will result in a change in the price or number of any securities of the Parent outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities. (iii) All issued and outstanding shares of the Parent's Common Stock: (i) have been duly authorized and validly issued and are fully paid and nonassessable; and (ii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. (iv) The rights, preferences, privileges and restrictions of the shares of the Common Stock are as stated in the Parent's Certificate of Incorporation (the "Charter"). The Note Shares, the Option Shares and the Warrant Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement and the Parent's Charter, the Securities will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances; provided, however, that the Securities may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed.

  • Certificates Describing Partnership Units At the request of a Limited Partner, the General Partner, at its option, may issue a certificate summarizing the terms of such Limited Partner's interest in the Partnership, including the number of Partnership Units owned and the Percentage Interest represented by such Partnership Units as of the date of such certificate. Any such certificate (i) shall be in form and substance as approved by the General Partner, (ii) shall not be negotiable and (iii) shall bear the following legend: This certificate is not negotiable. The Partnership Units represented by this certificate are governed by and transferable only in accordance with the provisions of the Agreement of Limited Partnership of United Dominion Realty, L.P., as amended from time to time.

  • Outstanding Stock All issued and outstanding shares of capital stock and equity interests in the Company have been duly authorized and validly issued and are fully paid and non-assessable.

  • Available Shares The Company will ensure that there are at all times sufficient shares of Common Stock to provide for the issuance, free of any preemptive rights, out its authorized but unissued shares of Common Stock, of the Maximum Amount.