Existing Shares Sample Clauses

Existing Shares. (i) Each share of (a) voting common stock, par value $.01 per share, of the Company (the "Voting Common Stock"), and (b) Class C convertible non-voting common stock, par value $.01 per share, of the Company (the "Non-Voting Common Stock"), issued and outstanding immediately prior to the Effective Time shall remain outstanding by virtue of the HQ Merger and without any action on the part of the holder thereof. The shares of the Voting Common Stock and the Non-Voting Common Stock are collectively referred to herein as the "Shares". (ii) Each share of Voting Common Stock and Non-Voting Common Stock held in the treasury of the Company immediately prior to the Effective Time shall, by virtue of the HQ Merger, be cancelled without any payment therefor.
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Existing Shares. All 3,600,000 shares of Common Stock issued outstanding as of September 30, 2009 shall have been validly cancelled prior to the Closing Date.
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Existing Shares. Prior to the merger, no shares of common or preferred stock of VEII-Nevada had been issued.
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Existing Shares. Prior to the merger, no shares of common or preferred stock of Eco Global had been issued.
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Existing Shares. From the signing date of this Agreement and until the Vesting Date a part of the Option Holder's Existing Shares shall be subject to a lock-up, meaning that the Option Holder may not without the prior written consent of the Company, sell, pledge or in any other way transfer the ownership to the Existing Shares subject to lock-up, or enter into any transaction which in effect is similar to a transfer of ownership of the Existing Shares subject to lock-up or the economic interests in these shares. The part of the Option Holder's Existing Shares that is subject to a lock-up from signing of this agreement shall be reduced annually whereas 35% is locked-up for 12 months, 30% is locked-up for 24 months, and only 25% is locked-up for the full 36 months . The lock-up obligation under this section 8.1 shall be registered on the Option Holders VPS account, and the lock-up obligation shall continue to apply for the 36 months period to the Vesting Date even if Option Holders employment with the Company ceases in the period prior to the Vesting Date. However, the Option Holder will be realsed form its lock-up obligations if (i) the Option Holder’s employment contract is terminated without cause by the Company, or (ii) in the event that the contract is terminated by the employee due the serious breach on Company's duties pursuant to the causes included in the art 50 of the Estatuto de los Trabajadores (ref. appendix 1), or (iii) the Company is subject to a change of control of more than 50% of the Company’s shares to another company than one owned directly or indirectly by the largest shareholder at time of signing of this Agreement. Nothing in this section 8.1 shall prevent the Option Holder from transferring the Existing Shares subject to lock-up to a company wholly owned by the Option Holder during the lock-up period provided that the acquiring company undertakes an identical lock-up obligation as set out in this clause 8.1.
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Existing Shares. Prior to the Effective Time, Michigan Federal-Mogul has issued and outstanding (i) 87,141,007 shares of Common Stock, no par value, and (ii)439,937 shares of Series C ESOP Convertible Preferred Stock, and Delaware Federal-Mogul has issued and outstanding 100 shares of common stock, $0.01 par value per share, all of which are owned by Michigan Federal-Mogul.
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Existing Shares. The Issuer has, subject to the Share Mortgage, good, legal and marketable title to all of the issued share capital of ARI Holdings Limited, which in turn has good, legal and marketable title to all of the issued share capital of CAAM; the issued share capital of CAAM indirectly held by the Issuer are free and clear of all claims, charges, liens, encumbrances or other defects of title whatsoever; and the Issuer is entitled to all of the dividends and other distributions declared, paid or made by ARI Holdings Limited, which in turn entitled to all of the dividends and other distributions declared, paid or made by CAAM.
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Existing Shares. 3.3.1 As at the date of this Agreement, the Existing Shares constitute 7.37856% of the total issued share capital of the Company and 31.5173% of the total class A shares in the issued share capital of the Company. 3.3.2 It is on the date hereof the sole registered, legal and beneficial owner of the Existing Shares and has full right and title in them and is the lawful holder of the Share Certificate. 3.3.3 The Existing Shares have been duly authorised, validly issued and are fully paid up and no calls have been, or can be, made in respect of the Existing Shares. 3.3.4 The Share Certificate has been validly issued.
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Existing Shares. The Purchaser understands that, on June 2, 2008, the Agent entered into a Stock Purchase Agreement (the “KI/K▇▇▇▇▇▇ Agreement”) with KI Equity Partners V, LLC, a Delaware limited liability company (“KI Equity”), and M▇. ▇▇▇▇▇ ▇. Keating (“K▇▇▇▇▇▇”), pursuant to which KI Equity and K▇▇▇▇▇▇ will sell to the Agent and its assignees, and the Agent and its assignees will purchase from KI Equity and K▇▇▇▇▇▇, an aggregate of 69,100,000 shares of Common Stock (the “KI/K▇▇▇▇▇▇ Shares”), which KI/K▇▇▇▇▇▇ Shares represent approximately 87% of the issued and outstanding shares of Common Stock, for an aggregate purchase price of $926,273.46, or approximately $0.0134 per share. The Purchaser further understands that, also on June 2, 2008, the Agent entered into a Stock Purchase Agreement (the “Garisch Agreement”, collectively with the KI/K▇▇▇▇▇▇ Agreement, the “Purchase Agreements”) with Garisch Financial, Inc., an Illinois corporation (“Garisch”), pursuant to which Garisch will sell to the Agent and its assignees, and the Agent and its assignees will purchase from Garisch, 5,500,000 shares of Common Stock (the “Garisch Shares”), which Garisch Shares represent approximately 6.9% of the issued and outstanding shares of Common Stock, for an aggregate purchase price of $73,726.54, or approximately $0.0134 per share. The Garisch Shares and the KI/K▇▇▇▇▇▇ Shares are referred to as the “Existing Shares.” The Purchaser understands that, pursuant to the terms and conditions set forth in this Agreement, the Agent is offering to assign to the Purchaser a portion of the Agent’s rights under the Purchase Agreements to purchase shares of Common Stock from KI Equity, K▇▇▇▇▇▇ and Garisch (the “Purchase Right”). The Purchaser understands that, if this Agreement is accepted by the Agent, the Agent will assign to the Purchaser, and the Purchaser will accept from the Agent, the Purchase Right. The Purchaser understands that, pursuant to the Assignment of the Purchase Right, any Existing Shares purchased by the Purchaser will be purchased by it directly from KI Equity, K▇▇▇▇▇▇ or Garisch, and that the Purchaser will not purchase any Existing Shares from the Agent. In order to effectuate the assignment of the Purchase Right, the Purchaser hereby agrees to execute assignment agreements with the Agent, substantially in the form of the assignment agreements attached hereto as Exhibits E and F, prior to the Closing Date. The Purchaser understands that, as a condition to the closings of the Purc...
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Related to Existing Shares

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Ordinary Shares The Ordinary Shares included in the Units have been duly authorized and, when issued and delivered against payment for the Offered Securities by the Underwriters pursuant to this Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

  • New Shares Stockholder agrees that any shares of Company Capital Stock that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership after the date of this Agreement and prior to the Expiration Date (“New Shares”) shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.

  • Shareholder Rights Plans If the Company has a shareholder rights plan in effect upon conversion of the Notes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such shareholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable shareholder rights plan, the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of the Common Stock Distributed Property as provided in Section 14.05(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

  • Parent Shares All of the Parent Shares issuable in accordance with this Agreement will be, when so issued, duly authorized, validly issued, fully paid and non-assessable and free and clear of any liens (other than those created under federal and state securities laws or the Voting Agreement) and not subject to preemptive or other similar rights of the stockholders of Parent.