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Xxxxxx Shares Sample Clauses

Xxxxxx Shares. Assuming (i) the accuracy of the Company's representations and warranties as set forth in Section 2.23 hereof, (ii) the Company's compliance with the requirements contained in the legend as set forth in Section 2.24 hereof and (iii) that the Company does not hold, alone or in combination with others, more than 20% of the outstanding voting securities of Purchaser and does not otherwise hold a sufficient number of any securities of Purchaser which would affect materially the control of Purchaser, then the Xxxxxx Shares will be freely tradeable through an appropriately registered dealer in Canada.
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Xxxxxx Shares. When transferred or issued to the stockholders of the Company or the holders of the Potential Securities pursuant to Section 2 above, all the Xxxxxx Shares delivered to the stockholders shall be duly authorized, validly issued and fully paid and non-assessable, and free and clear of all pledges, liens, claims, charges, options, calls, encumbrances, restrictions and assessments whatsoever (except any restrictions which may be created by operation of state or federal securities laws).
Xxxxxx Shares. If the Company purchases less than 311,891 shares of Common Stock from Xxxxxxx X. Xxxxxx, the Company and the Purchaser agree to equitably adjust (i) the conversion price of the Shares, such that on conversion of all the Shares only, the Purchaser shall beneficially own 51% of the aggregate issued and outstanding shares of Common Stock, and (ii) the exercise price of the Warrants, such that on exercise of all the Warrants only, the Purchaser shall beneficially own 25% of the aggregate issued and outstanding shares of Common Stock.
Xxxxxx Shares. Xxxxx is the record and beneficial owner of 10,997,903 shares of Company Common Stock.
Xxxxxx Shares. As used herein, the term "Xxxxxx Shares," as of any time, shall mean the securities of the Company entitled to vote generally in the election of Directors of the Company as to which, at such time, the Executive had the sole power to vote or to direct the voting of.
Xxxxxx Shares. A new Section 9.5 shall be added to the Amended Merger Agreement to read as follows: "
Xxxxxx SharesThe Seller holds of record and owns beneficially all of the Xxxxxx Shares, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), claims, Taxes, Security Interests (other than those to be removed prior to or concurrently with the Closing pursuant to SECTION 7(a)(xi)), options, warrants, rights, contracts, calls, commitments,
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Xxxxxx Shares. Xxxxxx has good and marketable title to the Xxxxxx Shares. The Xxxxxx Shares are free and clear of all Encumbrances. There are no actions, suits, claims or proceedings threatened, pending or in progress on the part of the Xxxxxx Shares and Xxxxxx has not received notice of (and Xxxxxx is not aware of any facts or circumstances which could reasonably be expected to give rise to) any other actions, suits, investigations, claims or proceedings threatened, pending or in progress relating in any way to the Xxxxxx Shares. There are no existing contracts, agreements, options, commitments, proposals, bids, offers, or rights with, to, or in any person to acquire any of the Xxxxxx Shares.
Xxxxxx Shares. Each Requisite Seller hereby covenants and agrees that, without the prior written consent of Xxxxxx, he, she or it may not sell, assign, convey or otherwise transfer any of the Xxxxxx Shares received hereunder during a period of one hundred eighty (180) days beginning on the Closing Date ("Lockout Period"); provided, however, that if registration rights under the Registration Rights Agreement are available during the Lockout Period, TYL, JCL and Minor may each sell up to five percent (5%) of the Xxxxxx Shares respectively received by TYL, JCL and Minor pursuant to the Registration Rights Agreement. Each Xxxxxx Share will be imprinted with a legend substantially in the following form:
Xxxxxx Shares. The Cortelco Shares held by Xxxxx X. Xxxxxx and Xxxxxx X. Xxxxxx as of the Record Date.
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