NVC Shares definition
Examples of NVC Shares in a sentence
For purposes of the foregoing sentence, shares of Common Stock held by a Person shall include shares issuable directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares held by such Person, and irrespective of the Conversion Limitation.
For purposes of the foregoing sentence, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective of the Conversion Limitation.
For purposes of the preceding sentence, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective of the Conversion Limitation.
Sections 3.01(b)-(f) are not intended to prohibit exchanges by a Stockholder of shares of Series A Preferred Stock for shares of Series B Preferred Stock or NVC Shares, or conversions of Preferred Shares or NVC Shares into Common Stock.
The Sellers are the owners of all of the outstanding Common Stock of NVC, including all securities (including warrants and options) exercisable for or convertible into Common Stock of NVC (the "NVC Shares") prior to the Closing Date (as defined below).
Each Seller has full and legal right, power, authority and capacity to sell, assign, transfer and convey the NVC Shares so owned by him pursuant to this Agreement and the delivery to NPI of such NVC Shares held by the Seller pursuant to the provisions of this Agreement will transfer to NPI valid title thereto, free and clear of all liens, encumbrances, restrictions and claims of every kind.
Each Seller is the lawful owner and registered holder of the number of NVC Shares listed opposite the name of such Seller in Exhibit A, free and clear of all liens, encumbrances, restrictions and claims of every kind.
For purposes of this Agreement, unless otherwise indicated, the term "Closing" refers to the closing of the purchase and sale of the NVC Shares with respect to a particular Seller and the term "Closing Date" refers to the date of the Closing.
The Escrow Amount to be placed in the Escrow Fund shall be allocated among the Indemnifying Sellers on a pro-rata basis in accordance with the number of NVC Shares held by such Indemnifying Seller immediately prior to the Closing, as set forth in Exhibit A.
At Closing (as defined in Section 1.3 hereof), the Sellers shall sell to NPI, and NPI shall purchase from the Sellers, all of the issued and outstanding NVC Shares.