HOLDING Stock definition
Examples of HOLDING Stock in a sentence
All voting rights of such HOLDING Stock received by the STOCKHOLDERS shall be fully exercisable by the STOCKHOLDERS, and the STOCKHOLDERS shall not be deprived nor restricted in exercising those rights.
HOLDING shall maintain its authorized capital stock as set forth in the Registration Statement filed with the SEC except for such changes in authorized capital stock as are made to respond to comments made by the SEC or requirements of any exchange or automated trading system for which application is made to register the HOLDING Stock.
At the time of issuance thereof, the HOLDING Stock to be delivered to the STOCKHOLDERS pursuant to this Agreement will constitute valid and legally issued shares of HOLDING, fully paid and nonassessable, and with the exception of restrictions upon resale set forth in Section 15 hereof, will be identical in all material and substantive respects to the HOLDING Stock issued and outstanding as of the date hereof by reason of the provisions of the Delaware GCL.
Notwithstanding any other provision of this Section 16, HOLDING shall not be obligated to register shares of HOLDING Stock held by any STOCKHOLDER at any time when the resale provisions of Rule 144(k) (or any successor provision) promulgated under the 1933 Act are available to such STOCKHOLDER for such shares.
All HOLDING Stock received by the STOCKHOLDERS pursuant to this Agreement shall, except for restrictions on resale or transfer described in Section 15 hereof, have the same rights as all the other shares of outstanding HOLDING Stock by reason of the provisions of the Certificate of Incorporation of HOLDING or as otherwise provided by the Delaware GCL.
Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived only with the written consent of HOLDING, NEWCO, the COMPANY and STOCKHOLDERS who will hold or who hold at least 50% of the HOLDING Stock issued or to be issued upon consummation of the Merger.
The STOCKHOLDER consents that "stop transfer" instructions may be noted against the HOLDING Stock.
At the Effective Time of the Merger, HOLDING shall have no class of capital stock issued and outstanding other than the HOLDING Stock.
Any amendment or waiver effected in accordance with this Section 18.14 shall be binding upon each of the parties hereto, any other person receiving HOLDING Stock in connection with the Merger and each future holder of such HOLDING Stock.
The closing of the sale of the HOLDING Stock to the Underwriters in the IPO shall have occurred simultaneously with the Closing Date hereunder.