Vail Stock definition

Vail Stock has the meaning set forth above in the recitals to this Agreement.
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Vail Stock means the Common Stock, $.01 par value, of Vail. "Ventures" shall have the meaning given it in Section 3.9.
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Vail Stock means the Common Stock, $.01 par value, of Vail.
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Examples of Vail Stock in a sentence

  • Foods shall not offer, sell or distribute the shares of Vail Stock received in this transaction except in accordance with the terms and conditions of the Shareholder Agreement.

  • The authorized capital stock of Vail consists of 20,000,000 shares of Class A Common Stock, par value $.01 per share (the "Class A Common Stock"), 40,000,000 shares of Vail Stock and 25,000,000 shares of Preferred Stock, par value $.01 per share (the "Preferred Stock" and together with the Vail Stock and Class A Common Stock the "Capital Stock").

  • BERISTAIN, supra note 6, at 229––352; Brandon Hamber, The Dilemmas of Reparations: In Search of a Process-Driven Approach, in OUT OF THE ASHES: REPARATION FOR VICTIMS OF GROSS AND SYSTEMATIC HUMAN RIGHTS VIOLATIONS 137––138; Lisa Magarrell, Reparations for Massive or Widespread Human Rights Violations: Sorting Out Claims for Reparations and the Struggle for Social Justice, 22 WINDSOR Y.B. ACCESS JUST.

  • In the event that Foods at any time Transfers (as defined in the Shareholders Agreement) any Vail Stock to an Affiliate of Foods, prior to making such Transfer Foods shall cause such Affiliate to execute and deliver to Vail a guaranty of such Affiliate, in form and in substance satisfactory to Vail, whereby such Affiliate shall unconditionally guaranty all of Foods' obligations to Vail under Article X hereunder.

  • The Vail Stock to be acquired by Foods pursuant to this Agreement is being acquired for Foods' own account.

  • The Vail Stock to be issued to Foods pursuant to this Agreement shall be duly and validly authorized and, when issued and delivered pursuant to this Agreement, shall be validly issued, fully paid and non-assessable and shall transfer to and vest in Foods, or its nominee, good, valid, marketable and indefeasible title to such shares of the Vail Stock, subject to no lien, security interest or other encumbrance on such Vail Stock.

  • As of the date of this Agreement, there are 3,612,809 shares of Vail Stock issued and outstanding; 6,387,191 shares of Class A Common Stock issued and outstanding; and zero shares of Preferred Stock issued and outstanding.

  • As consideration for the purchase of the Ralston Stock, Vail will deliver to Foods, or its nominee, 3,777,203 shares of Vail Stock.

  • Upon the terms and subject to the conditions contained in this Agreement, in reliance upon the representations, warranties and agreements contained in this Agreement and in consideration of the aforesaid sale, transfer, conveyance, assignment and delivery of the outstanding shares of Ralsxxx Xxxck, on the date of the Closing, Vail will deliver to Foods, or its nominee, 3,777,203 shares of Vail Stock.

  • Upon the terms and subject to the conditions contained in this Agreement, in reliance upon the representations, warranties and agreements contained in this Agreement and in consideration of the aforesaid sale, transfer, conveyance, assignment and delivery of the outstanding shares of Ralston Stock, on the date of the Closing, Vail will deliver to Foods, or its nominee, 3,777,203 shares of Vail Stock.

Related to Vail Stock

  • Newco Stock means the common stock, par value $.01 per share, of Newco.

  • Company Stock means, collectively, the Company Common Stock and the Company Preferred Stock.

  • Common Shares means the common shares in the capital of the Corporation;

  • Common Stock means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

  • Preferred Stock Equivalents shall have the meaning set forth in Section 11(b) hereof.

  • voting equity securities means equity securities having voting power for the election of directors, whether at all times or only so long as no senior class of security has such voting power by reason of any contingency.

  • Shares means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.

  • Fully Diluted Shares means, at any time of determination, the number of shares of common stock of the applicable entity outstanding at such time, plus the number of shares of issuable upon exercise or conversion or otherwise pursuant to any in-the-money common stock equivalents of such entity outstanding at such time.

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

  • Equity Stock means all classes or series of capital stock of the Company authorized under the Charter, including, without limit, its common stock, $.001 par value per share, and preferred stock, $.001 par value per share.

  • Newco Common Stock means the common stock, par value $.01 per share, of Newco.

  • Amalco Common Shares means the common shares in the capital of Amalco;

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

  • Company Capital Stock means the Company Common Stock and the Company Preferred Stock.

  • Common Share Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares.

  • Excluded Stock and Stock Equivalents means (i) any Stock or Stock Equivalents with respect to which, in the reasonable judgment of the Collateral Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any adverse tax consequences) of pledging such Stock or Stock Equivalents in favor of the Secured Parties under the Security Documents shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (ii) solely in the case of any pledge of Stock and Stock Equivalents of any Foreign Subsidiary or any Domestic Subsidiary substantially all of the assets of which consist of Stock or Stock Equivalents of Foreign Subsidiaries to secure the Obligations, any Stock or Stock Equivalents of any class of such Foreign Subsidiary or such Domestic Subsidiary in excess of 65% of the outstanding Stock or Stock Equivalents of such class (such percentage to be adjusted upon any Change in Law as may be required to avoid adverse U.S. federal income tax consequences to the Borrower or any Subsidiary), (iii) any Stock or Stock Equivalents to the extent the pledge thereof would violate any applicable Requirement of Law, (iv) in the case of (A) any Stock or Stock Equivalents of any Subsidiary to the extent such Stock or Stock Equivalents are subject to a Lien permitted by Section 10.2(h) or (B) any Stock or Stock Equivalents of any Subsidiary that is not wholly-owned by the Borrower and its Subsidiaries at the time such Subsidiary becomes a Subsidiary, any Stock or Stock Equivalents of each such Subsidiary described in clause (A) or (B) to the extent (1) that a pledge thereof to secure the Obligations is prohibited by any applicable Contractual Requirement (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law), (2) any Contractual Requirement prohibits such a pledge without the consent of any other party; provided that this clause (2) shall not apply if (x) such other party is a Credit Party or wholly-owned Subsidiary or (y) consent has been obtained to consummate such pledge (it being understood that the foregoing shall not be deemed to obligate the Borrower or any Subsidiary to obtain any such consent) and for so long as such Contractual Requirement or replacement or renewal thereof is in effect, or (3) a pledge thereof to secure the Obligations would give any other party (other than a Credit Party or wholly-owned Subsidiary) to any contract, agreement, instrument or indenture governing such Stock or Stock Equivalents the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law) and (v) any Stock or Stock Equivalents of any Subsidiary to the extent that (A) the pledge of such Stock or Stock Equivalents would result in adverse tax consequences to the Borrower or any Subsidiary as reasonably determined by the Borrower and (B) such Stock or Stock Equivalents have been identified in writing to the Collateral Agent by an Authorized Officer of the Borrower.

  • Parent Common Shares means the common shares of beneficial interest, $0.01 par value per share, of Parent.

  • 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).

  • Parent Common Stock means the common stock, par value $0.01 per share, of Parent.

  • Common Stock Equivalent means any Convertible Security or warrant, option or other right to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Security.

  • Capital Stock means, for any entity, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) stock issued by that entity.

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

  • Holdings Common Stock means the common stock of Holdings, par value $.01 per share.

  • Company Preferred Stock means the Preferred Stock, par value $0.001 per share, of the Company.

  • Equivalent Shares means Preferred Shares and any other class or series of capital stock of the Company which is entitled to the same rights, privileges and preferences as the Preferred Shares.

  • Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.