Xxxxxxxx Shares Sample Clauses

Xxxxxxxx Shares. 1 SEC...........................................................................15 Section 7.7(b) Agreement......................................................59
Sample 1
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Xxxxxxxx Shares. Notwithstanding anything in this Agreement to the contrary, Sprint acknowledges and agrees that (i) 475,423 of the Shares held by Five S, Ltd and 192,600 of the Shares held by Xxxxx Xxxxxxxx are subject to delivery under a forward sales contract as follows: 335,800 Shares (143,200 by Five S, Ltd and 192,600 by Xxxxxxxx) in January 2007 and 332,223 Shares in June 2008, and (ii) neither the existence or performance of such obligations (or any related obligations or restrictions arising under Xxxxxxxx Forward Sales Contracts) shall be deemed to breach any representation, warranty or covenant in this Agreement, and the obligations of Xxxxxxxx under this Agreement are limited to the extent necessary to comply with the Xxxxxxxx Forward Sales Contracts. The documents and agreements governing such forward sales contracts, including the related pledge agreements, are referred to herein as the “Xxxxxxxx Forward Sales Contracts”.”
Sample 1
Xxxxxxxx Shares. Xxxxxxxx Shares" shall mean 1,500 shares of the Common Stock, $1,000.00 par value per share, of Xxxxxxxx.
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Xxxxxxxx Shares the 27,682 A ordinary shares of £1.00 each in the Company owned by Xxxxxxx Xxxxxxxx which shall be acquired by the Buyer on the terms of the Call Option or the Put Option as the case may be. Xxxxxxxx Shares Exercise Amount: £110,728 being the sum required to be paid by Xxxxxxx Xxxxxxxx to the Company in relation to the exercise of his EMI options over A ordinary shares. Sale Shares: the 450,000 ordinary shares of £1.00 each and the 27,682 A ordinary shares in the Company, all of which have been issued and are fully paid, and which comprise the whole of the issued share capital of the Company. Sellers’ Escrow Fee Contribution: £5,100 (inclusive of VAT) being the Sellers’ proportion of the fees of the Escrow Agent. Sellers’ Representatives: the Management Sellers’ Representative and the Non-Management Sellers’ Representative as defined in clause 18. Sellers’ Solicitors: Xxxxxxx Xxxxxxx XXX, 00 Xxxxxxxx, Xxxxxx XX0X 0XX.
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Xxxxxxxx Shares. Upon the Effective Date, Xxxxxxxx shall surrender his shares of Excel Common Stock to Alanco and shall receive the aggregate sum of $1,000,000.00 payable as follows: (i) $250,000.00 shall be paid upon the Effective Date, and (ii) $750,000.00 shall be paid in the form of Alanco's Promissory Note in said amount to be delivered upon the Effective Date, which note shall be payable in full, without interest, on or before June 30, 2000.
Sample 1
Xxxxxxxx Shares. At the Effective Time of the Merger each outstanding share of the common stock of Xxxxxxxx shall automatically convert to one share of common stock of the Surviving Corporation. At the Effective Time of the Merger each outstanding share of theSeries 1 Preferred Stock of Xxxxxxxx shall automatically convert to one share of Series A Preferred Stock of the Surviving Xxxxxxxxxxx.Xx will not be necessary for shareholders of Xxxxxxxx to exchange their existing stock certificates for stock certificates of the Surviving Corporation.
Sample 1
Xxxxxxxx Shares. Any shares of Series A Preferred Stock that are acquired by the Corporation or any of its subsidiaries shall be automatically and immediately cancelled and retired and shall not be reissued, sold or transferred. Neither the Corporation nor any of its subsidiaries may exercise any voting or other rights granted to the holders of Series A Preferred Stock following redemption.
Sample 1
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Xxxxxxxx Shares. Xxxxxxxx shall continue to own the 4,500 fully paid and non-assessable shares of Tritel, Inc. Class A Voting Common Stock ("XXXXXXXX SHARES") subject to the Company's Restated Certificate of Incorporation and the Stockholders Agreement, as amended, except the Xxxxxxxx Shares shall not be subject to the three year restriction on sale and transfer of shares as set forth in Section 4.1.c. of, or as such three year restriction may otherwise be contained in, the Stockholders Agreement. The Xxxxxxxx Shares shall not be subject to mandatory purchase or redemption by the Company or any further vesting, divesting or any net exercise provision or any escrow provisions pursuant to the terms of the Prior Agreement or the Other Agreements. All such restrictions and purchase options pursuant to the terms of Xxxxxxxx'x Prior Agreement or the Other Agreements are hereby terminated. Upon completion of the transactions contemplated hereby, Xxxxxxxx'x sole direct ownership interests in the Company shall be the Xxxxxxxx Shares.
Sample 1

Related to Xxxxxxxx Shares

  • Xxxxxxxxx the former President of the United States, Xxxxx Xxxx, the deceased automobile manufacturer, and Xxxx X. Xxxxxxxxxxx, the founder of the Standard Oil Company, known to be alive on the date of the execution, acknowledgment and delivery of this Lease.

  • Xxxxxxxxxx Xxxx Xxxxxxxxx xxxx xxure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 7 hereof, and their successors and assigns, and no other person will have any right or obligation hereunder.

  • Xxxxxxxx Dated: February 15, 2000 ------------------------------------------ W. Xxxxxxx Xxxxxx

  • Xxxxxxxxxxx XXX, INC. The undersigned, pursuant to the provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box): ___ ________ shares of the Common Stock covered by such Warrant; or ___ the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2. The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of (check applicable box or boxes): ___ $__________ in lawful money of the United States; and/or ___ the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or ___ the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchaseable pursuant to the cashless exercise procedure set forth in Section 2. The undersigned requests that the certificates for such shares be issued in the name of, and delivered to ____________________ whose address is __________________________________________________________________________ . The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the "Securities Act") or pursuant to an exemption from registration under the Securities Act. Dated:___________________ _______________________________________ (Signature must conform to name of holder as specified on the face of the Warrant) _______________________________________ (Address) Exhibit B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading "Transferees" the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of XXXXXXXXXXX.XXX, INC. to which the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of XXXXXXXXXXX.XXX, INC. with full power of substitution in the premises. ======================================== ===================================== ===================================== Transferees Percentage Number ----------- Transferred Transferred ----------- ----------- ---------------------------------------- ------------------------------------- ------------------------------------- ---------------------------------------- ------------------------------------- ------------------------------------- ---------------------------------------- ------------------------------------- ------------------------------------- ======================================== ===================================== ===================================== Dated: , ----------------- ---- ------------------------------- (Signature must conform to name of holder as specified on the face of the warrant) Signed in the presence of: ------------------------------- ------------------------------ (Name) (address) ------------------------------ ACCEPTED AND AGREED: (address) [TRANSFEREE] --------------------------------- (Name)

  • Xxxxxxxxx, Esq (b) If to Indemnitee, to the address specified on the last page of this Agreement or to such other address as either party may from time to time furnish to the other party by a notice given in accordance with the provisions of this Section 8. All such notices, claims and communications shall be deemed to have been duly given if (i) personally delivered, at the time delivered, (ii) mailed, five days after dispatched, and (iii) sent by any other means, upon receipt.

  • Xxxxxxxxxxxx This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

  • Xxxxxxxxxxx X Xxxx, Esq., shall have furnished to the Underwriters his written opinion, as Corporate Counsel of the Enterprise Parties, addressed to the Underwriters and dated such Delivery Date, in form and substance reasonably satisfactory to the Underwriters, substantially to the effect set forth in Exhibit B hereto.

  • XXXXXXXXXXXXX The captions in this Agreement are included for convenience of reference only, and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

  • Xxxxxxxxxxxxxx Xx case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions in this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

  • Xxxxxxxx, Esq If to Borrower, Property Manager, any Guarantor or any Affiliate of Borrower, Property Manager or any Guarantor: c/o Affordable Residential Communities 000 Xxxxx Xxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Attention: Xxxxx XxXxxxxx, Vice President and Xxxxx Xxxxxx, Vice President and General Counsel and Xxxxx Xxxxxxx, Chief Financial Officer With a copy to: GMAC Commercial Mortgage Corporation 000 Xxxxxx Xxxx Horsham, Pennsylvania 19044-0809 Attention: Loan Servicing And an additional copy to: Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP 0 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxx X. Xxxxx III, Esq. And an additional copy to: Proskauer Rose LLP 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx X. Xxxxxxxxxxx, Esq. Each party may designate a change of address by notice to the other parties, given at least fifteen (15) days before such change of address is to become effective. In no event shall GMAC be removed as a notice party without its prior written approval.

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