Examples of Xxxx Stock in a sentence
All of the issued and outstanding shares of St. Xxxx Stock are, and all of the shares of St. Xxxx Stock, when issued in accordance with the terms of this Agreement are or will be, duly and validly authorized and issued and outstanding, fully paid and nonassessable.
The holder or holders of Restricted Shares shall retain the full right to vote or to execute and deliver a proxy to vote Restricted Shares on any matter submitted to holders of St. Xxxx Stock.
None of the outstanding shares of St. Xxxx Stock to be issued pursuant to this Agreement will be issued in violation of any preemptive rights of the current or past holders of St. Xxxx Stock.
Section 4.3(a) of the Xxxx Disclosure Letter sets forth a complete and correct list, as of the date of this Agreement, of the total number of outstanding Xxxx Options under the Xxxx Stock Option Plan and, with respect to each Xxxx Option outstanding as of the date of this Agreement, (A) the number of shares of Xxxx Common Stock subject to such Xxxx Option, (B) the name of the holder of such Xxxx Option, (C) the per share exercise price, and (D) the grant date.
Notwithstanding the foregoing, the execution and delivery of this Agreement by Xxxx X.X. Xxxx is limited by the provisions contained in the Xxxx Stock Pledge Agreement.
Except as set forth in the Disclosure Schedule attached to the Merger Agreement, such Stockholder does not own or hold any rights to acquire any additional shares of Xxxx Stock or other securities of Xxxx or any interest therein or any voting rights with respect to any additional shares of Xxxx Stock or any other securities of Xxxx.
To assure compliance with the terms of this Agreement, St. Xxxx shall also be permitted to deliver appropriate "stop transfer" instructions covering certificates representing Restricted Shares to any transfer agent or registrar of the shares of St. Xxxx Stock.
At the close of business on January 16, 2013, (i) 208,597,574.876 shares of Xxxx Common Stock were issued and outstanding, (ii) no shares of Xxxx Preferred Stock were issued and outstanding, (iii) 50,000 shares of Xxxx Common Stock were reserved for issuance pursuant to the terms of outstanding options granted pursuant to the Xxxx Stock Option Plan and (iv) 950,000 shares of Xxxx Common Stock were available for grant under the Xxxx Stock Option Plan.
There are no restricted stock, stock appreciation rights, restricted stock units, dividend equivalent rights, other equity compensation awards or other rights to purchase or receive Xxxx Common Stock granted under the Xxxx Stock Option Plan, or compensatory awards of units in the Xxxx Operating Partnership, or otherwise other than the Xxxx Options.
In lieu of receiving fractional shares, each holder of Xxxx Stock who would otherwise be entitled to receive a fractional share of TCM Common Stock pursuant to the Distribution will receive cash for such fractional share.