Acquirer Common Stock Sample Clauses

Acquirer Common Stock. The shares of Acquirer Common Stock to be issued in the Merger in accordance with this Plan of Merger, when issued as contemplated by this Plan of Merger, will be validly issued, fully paid, and nonassessable shares.
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Acquirer Common Stock. The Acquirer Common Stock to be --------------------- issued in accordance with Article II and the Acquirer Common Stock to be issued in accordance with Section 6.13 of this Agreement will be validly issued, fully paid and nonassessable and not subject to preemptive rights, and will be freely tradable, except for restrictions on transfer imposed by law or required in order to preserve pooling of interests accounting treatment of the Merger.
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Acquirer Common Stock. Acquirer agrees that all shares of Acquirer Common Stock constituting the Option Price issuable hereunder and all shares of Acquirer Common Stock issuable in connection with the Acquisition shall not be subject to resale restrictions (other than as set forth in Section 2.6) and shall be registered under United States securities laws at the time of their issuance to the Shareholder.
Sample 1
Acquirer Common Stock. Acquirer will have at the Effective Time sufficient authorized but unissued shares of Acquirer Common Stock to issue the Reinvestment Shares and any shares of Acquirer Common Stock pursuant to the exercise of any Assumed Options. When issued in accordance with the terms of this Agreement, the Assumed Options (and any Acquirer Common Stock issuable upon the exercise of such Assumed Options) and the Reinvestment Shares will be duly and validly issued in accordance with all Applicable Laws, will be fully paid and nonassessable, will be free and clear of any Encumbrances imposed by Acquirer or its Affiliates and will not be subject to preemptive rights or similar rights of stockholders, except as set forth in any applicable Reinvestment Agreement and for restrictions on transfer arising under securities Applicable Laws.
Sample 1
Acquirer Common Stock. The shares of Acquirer Common Stock to be issued by the Acquirer pursuant to Section 1.8(a)(ii)(B) shall be (i) freely tradable and issued without legends (except if issued pursuant to a Private Placement in accordance with Section 5.2, in which case such shares shall be issued in compliance with Section 4(2) of the Securities Act), and (ii) approved for listing upon the Effective Time on NASDAQ or the New York Stock Exchange.
Sample 1
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Acquirer Common Stock. (a) The Stock Consideration has been duly authorized for issuance pursuant to this Agreement and, when issued and delivered by Acquirer pursuant to this Agreement, will be validly issued, fully paid and nonassessable and the issuance and sale of the Stock Consideration is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Stock Consideration or any restrictions on transfer other than the restrictions under this Agreement and applicable federal and state securities laws. (b) Acquirer Common Stock is registered pursuant to Section 12(b) of the Exchange Act and, subject to any notice of issuance, the Stock Consideration will be listed on The NASDAQ Stock Market LLC (the “Nasdaq Stock Market”), and Acquirer has taken no action designed to, or likely to have the effect of, terminating the registration of Acquirer Common Stock under the Exchange Act or delisting it from the Nasdaq Stock Market, nor has Acquirer received any notification that the SEC or the Nasdaq Stock Market is contemplating terminating such registration or listing.
Sample 1

Related to Acquirer Common Stock

  • Purchaser Common Stock Each share of common stock, par value $0.001 per share, of the Purchaser (the “Purchaser Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Buyer Common Stock The shares of Buyer Common Stock issuable pursuant hereto, when issued by Buyer in accordance with this Agreement, will be duly issued, fully paid, and non-assessable.

  • Parent Common Stock At and after the Effective Time, each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock of the Surviving Corporation and shall not be affected by the Merger.

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Common Shares 4 Company...................................................................................... 4

  • Fractional Shares of Common Stock (a) The Company shall not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever any fractional Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding of such fraction to the nearest whole Warrant (rounded down). (b) The Company shall not issue fractions of shares of Common Stock upon exercise of Warrants or distribute stock certificates which evidence fractional shares of Common Stock. Whenever any fraction of a share of Common Stock would otherwise be required to be issued or distributed, the actual issuance or distribution in respect thereof shall be made in accordance with Section 2(d)(v) of the Warrant Certificate.

  • Common Stock 1 Company........................................................................1

  • Shares of Common Stock The Company shall have duly reserved the number of Underlying Shares required by this Agreement and the Transaction Documents to be reserved for issuance upon conversion of the Debentures and the exercise of the Warrants;

  • 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.

  • Company Stock The authorized capital stock of the Company consists of: (i) 95,000,000 shares of Company Common Stock, (ii) 900,000 shares of undesignated preferred stock, par value $1.75 per share, and (iii) 100,000 shares of Series A Preferred Stock, par value $1.75 per share (the “Series A Preferred Stock”) (the undesignated and Series A Preferred Stock are collectively referred to herein as the “Company Preferred Stock”). As of August 7, 2007, (a) 44,641,388 shares of Company Common Stock were issued and outstanding, (b) no shares of Company Preferred Stock were issued and outstanding, (c) 18,195,312 shares of Company Common Stock were reserved for issuance under the Company Stock Plans, (d) 1,500,000 shares of Company Common Stock were reserved for issuance under stock options granted outside of the Company Stock Plans, (e) 1,370,763 shares of Company Common Stock were reserved for issuance under Company Warrants, and (f) 378,100 shares of Company Common Stock were held in treasury. The outstanding shares of Company Common Stock have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any subscriptive or preemptive rights). As of the date hereof, other than the Company Stock Options and the Company Warrants, there are no shares of Company Common Stock authorized and reserved for issuance, the Company does not have any Rights issued or outstanding with respect to Company Stock, and the Company does not have any commitment to authorize, issue or sell any Company Stock or Rights, except pursuant to this Agreement. Section 4.2(e) of the Company Disclosure Schedule sets forth a list of the holders of outstanding Company Stock Options and Company Warrants, the date that each such Company Stock Option or Company Warrant was granted, the number of shares of Company Common Stock subject to each such Company Stock Option or Company Warrant, the vesting schedule and expiration date of each such Company Stock Option or Company Warrant and the price at which each such Company Stock Option or Company Warrant may be exercised.

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