ISSUE OF STOCK Sample Clauses

The 'Issue of Stock' clause defines the terms and conditions under which a company may create and distribute new shares of its stock. It typically outlines the procedures for authorizing new stock issuances, the classes or series of stock that may be issued, and any limitations or requirements such as board or shareholder approval. For example, it may specify that new shares can only be issued up to a certain authorized amount or that existing shareholders have preemptive rights to purchase new shares. This clause is essential for regulating how ownership in the company can be expanded or diluted, ensuring transparency and protecting the interests of current shareholders.
ISSUE OF STOCK. 2.01 The Company agrees to issue to Turino and Hall 27,500,000 shares of Company stock each. The shares are restricted stock under the terms of Rule 144, issued under Rule 506, Regulation D, promulgated under the Securities Act of 1933 ("Shares"). The Executives understand that transfer of the Shares is restricted for two years and agree that the Shares will not be registered for offering during the first year "lock-up period." The Executives acknowledge that the book value of the Shares is currently negative and that there is no market for the stock, nor ascertainable value.
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ISSUE OF STOCK. The Company may subject to this clause 5 at any time before the determination of the Security Trust create and issue stock to any creditor or proposed creditor of the Company who subscribes for Stock (including, without limitation, the Security Trustee acting in its personal capacity).
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ISSUE OF STOCK. Holders are aware that (i) the shares of Company -------------- Common Stock to be issued to Holders pursuant to the Merger Agreement will not be registered and will not be issued pursuant to a registration statement under the Securities Act but will instead be issued in reliance on the exemption from registration set forth in Section 4(2) of the Securities Act, and (ii) the ------------ issuance of such shares of Company Common Stock has not been approved or reviewed by the SEC (defined above) or by any other Governmental Entity.
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ISSUE OF STOCK. The Purchaser will issue the Stock to the Seller's designee at the Closing.
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ISSUE OF STOCK. The Company hereby agrees to issue to the Shareholder, and the Shareholder agrees to accept, 30,000 shares of the Company's Stock and one (1) share of the Company's Series A Preferred Stock, each with rights and preferences as set forth in the Company's Amended and Restated Certificate of Incorporation, a copy of which is attached hereto as EXHIBIT A. Such shares and any shares of capital stock of the Company acquired by the Shareholder as a result of any subdivision, combination or reclassification of outstanding shares of Stock into a greater or smaller number of shares, recapitalization, reorganization, stock split, stock dividend or similar event, purchase (pursuant to Section 5 below), issuance (pursuant to Section 7 below) or conversion (as set forth on EXHIBIT A attached hereto) are referred to herein as the "Shares" and such Shares are subject to the terms and conditions of this Agreement. For purposes herein, "Fully Diluted" shall mean the sum of (i) all issued and outstanding shares of the Company's common stock, par value $.01 per share (the "Stock"), and (ii) the total maximum number of shares of Stock issuable upon (a) the exercise of all Options, (b) the conversion or exchange of all Convertible Securities, and (c) the conversion or exchange of all Convertible Securities issuable upon the exercise of any Options. For purposes herein, "Options" shall mean any rights to subscribe for or to purchase, or any options or warrants for the purchase of, Stock, and "Convertible Securities" shall mean any stock or securities convertible into or exchangeable for Stock (including the Series A Preferred Stock).
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ISSUE OF STOCK 
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Related to ISSUE OF STOCK

  • Issuance of Stock (a) No shares of Stock shall be issued to you prior to the date on which the Restricted Stock Units vest and the restrictions, including the Forfeiture Restrictions, with respect to the Restricted Stock Units lapse, in accordance with Section 6 or 7. After the Restricted Stock Units vest pursuant to Section 6 or 7, as applicable, the Company shall, subject to any conditions described in subsection (b) below, promptly and within 30 days of such vesting date, cause to be issued Stock registered in your name in payment of such vested Restricted Stock Units upon receipt by the Company of any required tax withholding. Such issuance shall be made as soon as administratively practicable, but may be delayed, in the sole discretion of the Committee, if required by applicable securities law; provided, that, in no event shall the issuance of Stock be made later than March 15th of the year following the year of vesting, or as otherwise may be permitted under Treasury Regulation § 1.409A-1(b)(4)(ii). The Company shall evidence the Stock to be issued in payment of such vested Restricted Stock Units in the manner it deems appropriate. The value of any fractional Restricted Stock Units shall be rounded down at the time Stock is issued to you in connection with the Restricted Stock Units. No fractional shares of Stock, nor the cash value of any fractional shares of Stock, will be issuable or payable to you pursuant to this Agreement. The value of such shares of Stock shall not bear any interest owing to the passage of time. Neither this Section 5 nor any action taken pursuant to or in accordance with this Section 5 shall be construed to create a trust or a funded or secured obligation of any kind. (b) You hereby acknowledge that by accepting this Award, the issuance of Stock pursuant to the settlement of your Restricted Stock Units pursuant to this Agreement shall be subject to all the terms and conditions of any Management Stockholder’s Agreement and Sale Participation Agreement previously executed by you, as such forms may be modified under the terms of such agreements; provided, however, that if you have not previously executed a Management Stockholder’s Agreement and/or a Sale Participation Agreement with the Company, you agree that, prior to the Company’s issuance of Stock to you pursuant to this Agreement, you will execute such documents in the form required by the Company. All Stock issued to you pursuant to this Agreement will (a) constitute “Stock” (as such term is defined in the Management Stockholder’s Agreement) for all purposes under the Management Stockholder’s Agreement, and (b) be treated as “Common Stock” underlying “Options” (as such terms are defined in the Sale Participation Agreement) for all purposes under the Sale Participation Agreement. (c) The shares of Stock deliverable upon vesting of the Restricted Stock Units, may be either previously authorized but unissued shares or issued shares, which have then been reacquired by the Company. Such shares shall be fully paid and nonassessable.

  • Sale of Stock Subject to the terms and conditions of this Agreement, ------------- on the Purchase Date (as defined below) the Company will issue and sell to Purchaser, and Purchaser agrees to purchase from the Company, 960,000 shares of the Company's Common Stock (the "Shares") at a purchase price of $0.01 per Share ------ for a total purchase price of $9,600.00. The term "Shares" refers to the purchased Shares and all securities received in replacement of or in connection with the Shares pursuant to stock dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which Purchaser is entitled by reason of Purchaser's ownership of the Shares.

  • Issuance of Shares of Stock As soon as practicable following each Vesting Date (but in no event later than two and one-half months after the end of the year in which the Vesting Date occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares.

  • Valid Issuance of Stock The Purchased Shares, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration provided for herein, will be duly and validly issued, fully paid and nonassessable and are not subject to preemptive or other similar rights of any shareholder of the Company.

  • Purchase of Stock 2 Section 1.1