Xxxxxxx XX Shares Sample Clauses

Xxxxxxx XX Shares. (a) Corning is the record and beneficial owner of, and has good and valid title to, the Xxxxxxx XX Shares, free and clear of all Encumbrances. Other than the Xxxxxxx XX Shares, none of Corning or any of its Affiliates owns, directly or indirectly, any equity or voting securities or other interests in the JV Entity or any JV Subsidiary. Upon consummation of the Exchange, none of Corning or any of its Affiliates will own any of, and none of Corning or any of its Affiliates will have any interest in, the Xxxxxxx XX Shares. Prior to the date hereof, Corning has not, and immediately prior to the Closing, Corning will not have, Transferred any shares of, or any other equity or other interests in, the JV Entity or any JV Subsidiary to any Person.
Sample 1
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Xxxxxxx XX Shares. (a) Corning is the record and beneficial owner of, and has good and valid title to, the Xxxxxxx XX Shares, free and clear of all Encumbrances. Other than the Xxxxxxx XX Shares, none of Corning or any of its Affiliates owns, directly or indirectly, any equity or voting securities or other interests in the JV Entity or any JV Subsidiary. Upon consummation of the Exchange, none of Corning or any of its Affiliates will own any of, and none of Corning or any of its Affiliates will have any interest in, the Xxxxxxx XX Shares. Prior to the date hereof, Corning has not, and immediately prior to the Closing, Corning will not have, Transferred any shares of, or any other equity or other interests in, the JV Entity or any JV Subsidiary to any Person. (b) Other than the JV Agreement, there are no voting trusts, stockholder agreements, proxies or other agreements or understandings, to which Corning or any of its Subsidiaries is a party, in effect with respect to the voting or transfer of any securities of, or any other equity interests in, the JV Entity or any JV Subsidiary. None of Corning or any of its Subsidiaries owns, directly or indirectly, any bonds, debentures, notes or other similar instruments of the JV Entity or any JV Subsidiary and none of the JV Entity or any JV Subsidiary owes any indebtedness or similar obligations of any kind to Corning or any of its Subsidiaries. 18 (c) Except as expressly contemplated by the Transaction Documents, none of Corning or any of its Subsidiaries is a party to, or has any rights under or to, any options, warrants, swaps, derivative instruments, convertible debt, other convertible instruments or other agreements, arrangements or commitments of any character (i) relating to the issued or unissued securities of, or other equity interests in, the JV Entity or any JV Subsidiary; (ii) obligating the JV Entity or any JV Subsidiary to issue or sell any of its shares of capital stock or other equity securities or interests; (iii) obligating the JV Entity or any JV Subsidiary to issue, grant, extend or enter into any such option, warrant, right, agreement, arrangement or commitment; or (iv) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of securities of, or other interests in, the JV Entity or any JV Subsidiary. Except as expressly contemplated by the Transaction Documents, none of Corning or any of its Subsidiaries is a party to,...
Sample 1

Related to Xxxxxxx XX Shares

  • Valid Issuance of Purchased Shares The Purchased Shares, when issued, sold, delivered, and paid for by the Investor in accordance with the terms of this Agreement, will be duly and validly issued, fully paid, and non-assessable

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights (a) (i) If the Company shall at any time after the date of this Agreement (A) pay a dividend on the Preferred Stock payable in shares of Preferred Stock, (B) subdivide the outstanding Preferred Stock into a greater number of shares, (C) combine the outstanding Preferred Stock into a smaller number of shares or (D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger involving the Company), the Purchase Price in effect immediately prior to the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of Preferred Stock or other capital stock issuable on such date shall be proportionately adjusted so that each holder of a Right shall (except as otherwise provided herein, including Section 7(d)) thereafter be entitled to receive, upon exercise thereof at the Purchase Price in effect immediately prior to such date, the aggregate number and kind of shares of Preferred Stock or other capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the applicable transfer books of the Company were open, such holder would have been entitled to receive upon such exercise and by virtue of such dividend, subdivision, combination or reclassification. If an event occurs which requires an adjustment under both this Section 11(a)(i) and Section 11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii).

  • Adjustment of Purchase Price, Number and Kind of Shares and Number of Rights The Purchase Price, the number of shares of Preferred Stock or other securities or property purchasable upon exercise of each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

  • Shares; Price The Company hereby grants to Optionee the right to purchase, upon and subject to the terms and conditions herein stated, the number of shares of Stock set forth in Section 1(c) above (the "Shares") for cash (or other consideration as is acceptable to the Board of Directors of the Company, in their sole and absolute discretion) at the price per Share set forth in Section 1(d) above (the "Exercise Price").

  • Adjustment of Purchase Price, Number of Shares or Number of Rights The Purchase Price, the number of Preferred Shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

  • Adjustment of Purchase Price and Number of Shares The number of shares of Common Stock issuable upon exercise of this Warrant (or any shares of stock or other securities or property receivable or issuable upon exercise of this Warrant) and the Purchase Price are subject to adjustment upon occurrence of the following events:

  • Adjustment of Number of Shares Purchasable Upon any adjustment of the Exercise Price as provided in Section 4.1, 4.2 or 4.3 hereof, the Holder hereof shall thereafter be entitled to purchase upon the exercise of this Warrant, at the Exercise Price resulting from such adjustment, the number of shares of Common Stock (calculated to the nearest 1/100th of a share) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock issuable on the exercise hereof immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment.

  • Transfer of Shares After Registration Each Purchaser agrees that it will not effect any disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act, except as contemplated in the Registration Statement referred to in Section 7.1 or as otherwise permitted by law, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Purchaser or its plan of distribution.

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