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.
Sample 1
Vail Stock means the Common Stock, $.01 par value, of Vail.
Sample 1

Examples of Vail Stock in a sentence

  • Within 10 days after the Closing Date Statements have been agreed to or have become final, Vail will deliver to Foods, or its nominee, a number of shares of Vail Stock equal to the excess, if any, of (a) the number obtained by dividing the Closing Contribution Adjustment by the amount set forth on Schedule 2.3(e) over (b) 96,120.

  • 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").

  • One (1) copy of the Annual Report shall be submitted to the Bureau's Office of Refugee Admissions, and one (1) copy shall be submitted to the Bureau's Office of the Comptroller.

  • A number of models consider government expenditures (on physical capital and social infrastructure investment) to be complementary, not a substitute, for private investment and examine the effect of government on growth in this light (Barro 1990, Barro and Salai-Martin 1992).

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

  • 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.

  • 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.

  • 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.

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

Related to Vail Stock

  • Company Stock means the common stock of the Company.

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

  • Common Stock means the common stock of the Company.

  • 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 interests of Shareholders corresponding to the redeemable securities of record issued by the Fund under the Investment Company Act of 1940 that are held by the Intermediary.

  • Fully Diluted Shares means an amount equal to the sum of (a) the total number of shares of Common Stock outstanding immediately prior to the Effective Time, plus (b) the total number of shares of Common Stock that all In-the-Money Options outstanding immediately prior to the Effective Time are exercisable into at such time and without any withholding of shares to pay the exercise price or Taxes.

  • Amalco Shares means 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 Capital Stock or Stock Equivalents with respect to which, in the reasonable judgment of the Administrative Agent and the Borrower (as agreed to in writing), the cost or other consequences of pledging such Capital 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 Capital Stock and Stock Equivalents of any Foreign Subsidiary or any CFC Holding Company, any Capital Stock or Stock Equivalents of any class of such Foreign Subsidiary or CFC Holding Company in excess of 65% of the outstanding Capital Stock of such class, (iii) any Capital Stock or Stock Equivalents to the extent the pledge thereof would violate any applicable Requirements of Law (including any legally effective requirement to obtain the consent of any Governmental Authority unless such consent has been obtained), (iv) in the case of (A) any Capital Stock or Stock Equivalents of any Subsidiary to the extent such Capital Stock or Stock Equivalents are subject to a Lien permitted by clause (ix) of the definition of Permitted Lien or (B) any Capital Stock or Stock Equivalents of any Subsidiary that is not a Wholly-Owned Subsidiary of the Borrower and its Subsidiaries at the time such Subsidiary becomes a Subsidiary, any Capital Stock or Stock Equivalents of each such Subsidiary described in clause (A) or (B) to the extent (I) that a pledge thereof to secure the Obligations is prohibited by any applicable Contractual Requirement and other than proceeds thereof the assignment of which is expressly deemed effective under the Uniform Commercial Code or other applicable law notwithstanding such prohibition or restriction), (II) any Contractual Requirement prohibits such a pledge without the consent of any other party; provided that this clause (II) 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 (III) 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 Capital Stock or Stock Equivalents the right to terminate its obligations thereunder and other than proceeds thereof the assignment of which is expressly deemed effective under the Uniform Commercial Code or other applicable law notwithstanding such prohibition or restriction), (v) any Capital Stock or Stock Equivalents of any Subsidiary to the extent that the pledge of such Capital Stock or Stock Equivalents would result in materially adverse tax consequences to the Borrower or any Subsidiary as reasonably determined by the Borrower in consultation with the Administrative Agent, (vi) any Capital Stock or Stock Equivalents that are margin stock, and (vii) any Capital Stock and Stock Equivalents of any Subsidiary that is not a Material Subsidiary or is an Unrestricted Subsidiary, a captive insurance Subsidiary, an SPV or any special purpose entity.

  • Buyer Stock means the common stock, par value $0.001 per share, of Buyer.

  • Parent Common Shares means the common shares of the 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 $.001 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 (i) in the case of a corporation, capital stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (iii) in the case of a partnership, partnership interests (whether general or limited), (iv) in the case of a limited liability company, membership interests and (v) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

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

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

  • Company Preferred Stock means the preferred stock, par value $0.0001 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.