Acquired Company Securities definition

Acquired Company Securities shall have the meaning set forth in the Recitals.
Sample 1Sample 2
Acquired Company Securities has the meaning set forth in Section 2.05(b).
Sample 1
Acquired Company Securities has the meaning set forth in Section 4.05(b).
Sample 1

Examples of Acquired Company Securities in a sentence

  • For the avoidance of doubt, if all or part of the Financing (or any alternative financing) has not been obtained, the Buyer shall continue to be obligated to consummate the acquisition of the Acquired Company Securities and the HUD Company Securities upon the terms and conditions set forth in this Agreement and by the applicable Transaction Documents.

  • She is adamant that when anybody is even being interviewed for a post with Manpower for placement at the Calor Gas depot, the first thing they are told is that this is a high inflammatory risk site and operation:and the strictures about what is not allowed on site or in the cab are spelt out .

  • Upon payment of the Final Purchase Price, the Buyer will own good, valid and marketable title to the Acquired Company Securities and the Casablanca Option, free and clear of all liens, charges, security interests, rights of first refusal or first offer, and other adverse claims of any kind, other than those arising solely through the Buyer’s acts and except for the Permitted Securities Encumbrances listed on Section 4.3(a) of Sellers’ Disclosure Schedule.

  • At the Closing, Seller will transfer and deliver to the Buyers good and valid title to all of the Acquired Company Securities, free and clear of any Lien (other than generally applicable transfer restrictions under applicable securities laws).

  • Describe the activities available for students that will support flexible scheduling in the program.

  • All Acquired Company Securities are duly authorized, validly issued, fully paid and non-assessable (if applicable) and were not issued in violation of any pre-emptive rights, rights of first refusal or similar rights created by Applicable Law, the Governing Documents of the Acquired Companies or any Contract to which any Acquired Company is or was bound and have no unsatisfied capital commitments in respect thereof, as applicable.

  • Except for the Buyer Parties’ rights under this Agreement, no Person is a party to (or is an express third party beneficiary under) any Contract to which Seller, its Affiliates or any Acquired Company Entity is a party pursuant to which such Person has a right to purchase or acquire any Acquired Company Securities.

  • Seller is not a party to any voting trusts, shareholder or member agreements, pooling agreements, proxies or other Contracts in effect with respect to the voting or transfer of any Acquired Company Securities.

  • Solely for U.S. federal Income Tax purposes, the Buyer and each Seller, as applicable, shall treat the purchase and sale of the Acquired Company Securities as a purchase and sale of each of the Acquired Properties and other assets owned by the Acquired Companies.

  • We also demonstrate that our theory extends to higher order differentials.


More Definitions of Acquired Company Securities

Acquired Company Securities means all 100% of the Equity Securities of the Acquired Companies, as set forth on Schedule I.
Sample 1

Related to Acquired Company Securities

  • Company Securities means (i) the Common Stock, (ii) securities convertible into or exchangeable for Common Stock and (iii) any options, warrants or other rights to acquire Common Stock.

  • Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Company Shares means the common shares in the capital of the Company;

  • Company Subsidiary Securities has the meaning set forth in Section 3.02(d).

  • Company SEC Documents has the meaning set forth in Section 3.04(a).

  • Company SEC Reports shall have the meaning set forth in Section 3.8(a).

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

  • Company Shareholder means a holder of one or more Company Shares;

  • Company Shareholders means holders of Company Shares.

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Target Company means each of the Company and its direct and indirect Subsidiaries.

  • SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Acquired Company means any business, corporation or other entity acquired by the Company or any Subsidiary.

  • Newco Shares means the common shares in the capital of Newco;

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Company Securityholders means the Company Stockholders, Company Optionholders and Company Warrantholders, collectively.

  • Acquired Shares has the meaning set forth in the Recitals.

  • Company Subsidiary means any Subsidiary of the Company.

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • Target Companies means the Target and its Subsidiaries.

  • Fully Diluted Company Shares means the total number of issued and outstanding shares of Company Common Stock, (a) after giving effect to the Company Preferred Stock or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, and (b) treating all outstanding in-the-money Specified Company Warrants as fully vested and as if the Specified Company Warrants had been exercised for cash as of the Effective Time, but for the avoidance of doubt excluding any Company Securities described in Section 1.11(b).

  • Company Subsidiaries means the Subsidiaries of the Company.

  • Acquiror has the meaning specified in the Preamble hereto.

  • Subject Company shall have the meaning set forth in Section 6.10(a).