Examples of RTI Common Stock in a sentence
Such shares shall be held in escrow on behalf of the persons who are the holders of RTI Common Stock or RTI Preferred Stock in the Merger immediately prior to the Effective Time (the "Former RTI Stockholders"), in accordance with the portion of Total Consideration Shares allocable to each such Former RTI Stockholder in the manner contemplated by Section 2.1 ("Pro Rata Portion").
All --------------- shares of RTI Common Stock subject to issuance upon the exercise of RTI Options and RTI Warrants, upon issuance on the terms and conditions (including payment) specified in the instrument pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable.
Any shares of RTI Common Stock which are ----------------- subject to repurchase by RTI in the event the holder thereof ceases to be employed by RTI ("RTI Restricted Shares") shall be converted into Mpath Common Stock on the same basis as provided in subsection (c) above and shall be registered in such holder's name, but shall be held by the Surviving Corporation or Mpath pursuant to the Stock Repurchase Agreements.
The issued and outstanding shares of RTI Common Stock and of RTI Preferred Stock are held of record by the stockholders of RTI as set forth and identified on Schedule 3.2(a) of the RTI Disclosure --------------- Schedule.
Until surrendered, each outstanding Certificate which prior to the Effective Time represented shares of RTI Common Stock or RTI Preferred Stock shall be deemed for all corporate purposes to evidence ownership of the number of whole shares of Mpath Common Stock plus any Cash Payment, if applicable, into which the shares of RTI Common Stock and RTI Preferred Stock have been converted but shall, subject to applicable appraisal rights under Delaware Law, have no other rights.
Except as set forth on Schedule 3.2(a) of the RTI Disclosure Schedule, there are no obligations, contingent or otherwise, of RTI to repurchase, redeem or otherwise acquire any shares of RTI Common Stock or RTI Preferred Stock or make any investment (in the form of a loan, capital contribution or otherwise) in any other entity.
All of the issued and outstanding shares of RTI Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights.
No shares of RTI Common Stock are held in RTI's treasury and no shares of RTI Common Stock are reserved for issuance other than those shares reserved for issuance under the RTI Options.
At the Effective Time or such later ---------------- time as determined in accordance with Section 2.3(b), Mpath will, on behalf of the holders of RTI Common Stock and RTI Preferred Stock, deposit in escrow certificates representing twenty percent (20%) of the Total Consideration Shares allocable to RTI Common Stock and RTI Preferred Stock in the Merger.
Effective upon the Closing, any Shareholder's Buy-Sell or similar agreement existing among RTI and any holders of RTI Common Stock or RTI Preferred Stock the Shareholders shall be deemed terminated and of no further force and effect.