Xxxxx Stock. The Company agrees that it will use commercially reasonable efforts to prevent the Company from becoming subject to Rule 419 under the Securities Act prior to the consummation of any Business Combination, including, but not limited to, using its best efforts to prevent any of the Company’s outstanding securities from being deemed to be a “xxxxx stock” as defined in Rule 3a51-1 under the Exchange Act during such period.
Xxxxx Stock. The Company shall not be subject to Rule 419 under the Securities Act and none of the Company’s outstanding securities are deemed to be a “xxxxx stock” as defined in Rule 3a51-1 under the Exchange Act.
Xxxxx Stock. At the Closing (as defined below), each ------------ Stockholder shall transfer, convey and deliver to Xxxxxx the number of shares of Xxxxx Stock set forth opposite their name on Exhibit A hereto, and shall deliver to Xxxxxx stock certificates representing the Xxxxx Stock, duly endorsed to Xxxxxx or accompanied by duly executed stock powers in form and substance satisfactory to Xxxxxx.
Xxxxx Stock. The Company Shares shall not constitute “xxxxx stock” as such term is defined in Rule 3a51-1 of the Exchange Act.
Xxxxx Stock. The New PubCo Class A Common Stock shall not constitute “xxxxx stock” as such term is defined in Rule 3a51-1 of the Exchange Act.
Xxxxx Stock. The aggregate purchase price for the Xxxxx Stock shall be One Million Five Hundred Forty Thousand Two Hundred Seventy Six Dollars ($1,540,276) payable to Xxxxx in cash at Closing,
Xxxxx Stock. As of the date hereof, the authorized capital stock of Xxxxx consists solely of (i) 9,000,000 shares of Xxxxx Common Stock, of which 5,117,405 shares were outstanding as of the date hereof, and (ii) 1,000,000 shares of Xxxxx Preferred Stock, of which no shares are outstanding. As of the date hereof, no shares of Xxxxx Common Stock and no shares of Xxxxx Preferred Stock were held in treasury by Xxxxx or otherwise owned by Xxxxx or its Subsidiaries ("TREASURY STOCK"). The outstanding shares of Xxxxx Stock have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any preemptive rights). As of the date hereof, except as Previously Disclosed in its Disclosure Schedule, there are no shares of Xxxxx Stock authorized and reserved for issuance, Xxxxx does not have any Rights issued or outstanding with respect to Xxxxx Stock, and Xxxxx does not have any commitment to authorize, issue or sell any Xxxxx Stock or Rights, except pursuant to this Agreement and the Stock Option Agreement. The number of shares of Xxxxx Common Stock which are issuable and reserved for issuance upon exercise of Xxxxx Stock Options as of the date hereof are Previously Disclosed in Xxxxx'x Disclosure Schedule.
Xxxxx Stock. Employee acknowledges that he has received 219 shares of Xxxxx stock, fully vested as of May 2, 2006, according to the terms of the Employee’s stock award agreement attached hereto as Attachment C (the “Stock Award Agreement”). The Employee acknowledges that he has been awarded said shares, less any that were used to offset tax obligations.
Xxxxx Stock. On the Closing Date, shares of Xxxxx Common Stock shall be eligible for quotation on the OTC Markets.
Xxxxx Stock. The Common Shares shall not be deemed to be a “xxxxx stock” as defined in SEC Rule 240.3a51-1 (17 CFR § 240.3a51-1). In the event that the Common Shares becomes a “xxxxx stock” prior to the closing of a respective Put, the Investor shall have the right to return to the Company up to all of the Put Shares associated with such Put, and the Purchase Price with respect to such Put shall be reduced accordingly.
