Xxxxxx Stock. At the Closing, in exchange for each share ------------- of Xxxxx Stock transferred to Xxxxxx, Xxxxxx shall issue and deliver to each Stockholder the number of shares of Xxxxxx Stock set forth opposite their name on Exhibit A hereto. The transaction by which the transfer shall take place is referred to in this Agreement as the "Exchange".
Xxxxxx Stock. The Company agrees that all such shares of Xxxxxx Stock will, when so issued and delivered pursuant to this Agreement, be duly and validly issued, fully paid and nonassessable, and that the Stockholders will receive good and marketable title to the Xxxxxx Stock, free and clear of any pledge, lien, security interest, charge, preemptive right, claim, restriction (other than as provided in this Agreement or under applicable securities laws), equity or encumbrance of any kind. The Company shall not amend its organizational documents in any manner which has the effect, or enter into any agreement which purports to have the effect, of varying the terms of the Xxxxxx Stock from the Common Stock in general.
Xxxxxx Stock. The parties further agree that New Fluor and Parent shall make and take, and each of them shall cause their respective Affiliates to make and take, such elections and actions as may be reasonably necessary to cause the provisions of Code Section 732(f) (and any corresponding provision of State Tax Law) to be inapplicable with respect to or as a result of such distribution of the A.T. Xxxxxx stock. Without limitation on the foregoing, the parties agree as follows:
Xxxxxx Stock. Other than pursuant to Rights Previously Disclosed and outstanding on the date hereof, (i) issue, sell or otherwise permit to become outstanding, or authorize the creation of, any additional shares of Xxxxxx Stock or any Rights, (ii) enter into any agreement with respect to the foregoing, or (iii) permit any additional shares of Xxxxxx Stock to become subject to new grants of employee or director stock options, other Rights or similar stock-based employee rights.
Xxxxxx Stock. The authorized capital stock of Xxxxxx consists solely of (i) 5,000,000 shares of Xxxxxx Common Stock, of which 1,362,971 shares were outstanding as of the day prior to the date hereof, and (ii) 2,000,000 shares of Xxxxxx Preferred Stock, of which no shares are outstanding. The outstanding shares of Xxxxxx 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, there are no shares of Xxxxxx Stock authorized and reserved for issuance, Xxxxxx does not have any Rights issued or outstanding with respect to Xxxxxx Stock, and Xxxxxx does not have any commitment to authorize, issue or sell any Xxxxxx Stock or Rights, other than as set forth in this Agreement. The number of shares of Xxxxxx Common Stock which are issuable upon exercise of each Xxxxxx Stock Option outstanding as of the date hereof and the exercise price per share are Previously Disclosed.
Xxxxxx Stock. Simultaneous with the closing by Xxxxxx with its proposed acquisition of UIS, and in exchange for the agreement by Hirel to modify its Employment Agreement with Xxxxxxxxxx as provided pursuant to Section 3 hereof, Xxxxxx shall pay to Hirel the sum of $80,000, payable by issuance to Hirel of 200,000 shares of the common stock of Xxxxxx, par value .001 ("Xxxxxx Stock"). One hundred thousand (100,000) shares of the Xxxxxx Stock may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise directly or indirectly disposed of for a period of twenty-four months following the date hereof without the prior written consent of a majority of the members of the Oversight Committee of 2M Capital Corp. (the "Restricted Shares"), while the remaining one hundred thousand (100,000) shares of the Xxxxxx Stock shall not be subject to such restrictions on transfer (the "Unrestricted Shares"). The Restricted Shares may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise directly or indirectly disposed of for a period of twenty-four months following the date hereof without the prior written consent of a majority of the members of the Oversight
Xxxxxx Stock. Zions and Employee acknowledge and agree that Section 10.5 of the Stock Purchase and Shareholder Agreement, dated as of June 1, 2004, by and among Welman, Zions, Zions First National Bank (“ZFNB”), PCS Wealth Management LLC and Employee (“Stock Purchase Agreement”) provides certain rights to ZFNB with respect to Employee’s Proportionate Interest (as defined in the Stock Purchase Agreement) upon a “Change in Control” (as defined in the Stock Purchase Agreement) and Employee’s termination of employment. 5.
Xxxxxx Stock. After the Effective Time, each holder of a certificate for theretofore outstanding shares of Xxxxxx Common Stock or Xxxxxx Preferred Stock, upon surrender of such certificate to BT Financial or its exchange agent, together with a duly executed and completed letter of transmittal, which shall be mailed to each holder of a certificate for theretofore outstanding shares of Xxxxxx Common Stock or Xxxxxx Preferred Stock by BT Financial or its exchange agent promptly following the Effective Time, shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of BT Financial Common Stock to which such stockholder is entitled as provided in Section 2.2, plus cash (payable by check) in lieu of any fractional share of BT Financial Common Stock to which such holder would otherwise be entitled. Neither certificates nor scrip certificates for fractions of shares of BT Financial Common Stock shall be issued, and holders of Xxxxxx Common Stock or Xxxxxx Preferred Stock who would but for this Section 2.6(a) be entitled to receive fractions of shares of BT Financial Common Stock shall have none of the rights with respect to such fractions of shares (including, without limitation, the right to receive dividends) which a holder shall possess in respect of a full share of BT Financial Common Stock, and each such holder shall receive, in lieu of the applicable fraction of a share of BT Financial Common Stock, a cash payment therefor equal to such fraction of a share of BT Financial Common Stock multiplied by the closing sales price on NASDAQ for a share of BT Financial Common Stock on the Closing Date as reported in The Wall Street Journal, or, if BT Financial Common Stock is not traded on such date, the next preceding day on which such stock is traded. No interest will be paid or accrued on cash payable upon surrender of certificates previously representing Xxxxxx Common Stock.
Xxxxxx Stock. Lannett shall use good faith efforts to maintain not less than three (3) months of inventory of the Product based upon the forecast provided under Section 5.1 (the “Minimum Safety Stock Level”). If Supplier is unable to meet its obligations to supply a Product, Lannett shall draw upon its Minimum Safety Stock Level in an amount equal to Supplier’s inability to supply a Product and, upon Lannett’s drawing upon its Minimum Safety Stock Level, Lannett’s obligation to maintain the Minimum Safety Stock Level shall be reduced by the amount of Product drawn down until Supplier has replenished the Minimum Safety Stock Level to the agreed amount set forth above. At such time as Supplier is able to resume supply of a Product pursuant to new Purchase Orders, the Parties shall enter into good faith discussions to determine the timetable on which Supplier will replenish the Minimum Safety Stock Level. Lannett shall place Purchase Orders pursuant to such schedule until Supplier has replenished such Minimum Safety Stock Level.
Xxxxxx Stock. Each party shall maintain safety stock for the Product in such party’s location in the minimum amount of three (3) months of supply measured, as of any date, based on Lannett’s most recently submitted Binding Forecasts calculated on an annualized basis.
