Acquirer Shares Clause Samples

Acquirer Shares. The Acquirer Shares have been duly authorized for issuance and, if and when delivered by Acquirer in accordance with the provisions of this Agreement, will be validly issued fully paid and nonassessable. The issuance of the Acquirer Shares pursuant to this Agreement is not subject to any preemptive or similar rights.

Acquirer Shares. (a) Section 10.2 of the Agreement is hereby amended and restated to read in full as follows:

Acquirer Shares. The Acquirer Shares, when issued to Sellers pursuant to this Agreement, will be duly authorized, validly issued, and fully paid and non-assessable.

Acquirer Shares. (a) The authorized capital stock of Acquirer consists of (i) 25,000,000 shares of common stock, $.001 par value per share, of which, as of June 30, 2003, 7,620,907 shares are issued and outstanding and (ii) 10,000,000 shares of preferred stock, $.10 par value per share, of which no shares are issued or outstanding. (b) The shares of Acquirer Common Stock to be issued pursuant to the Earn Out, when issued pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and will not have been issued in violation of any preemptive rights or of any federal or state law. The representations and warranties contained in this subsection (b) shall be deemed renewed as of the date of each issuance of Acquirer Common Stock pursuant to the terms of this Agreement.

Acquirer Shares. Acquirer hereby represents, warrants and covenants that the Acquirer Shares issuable to Beneficiaries as described herein will be duly authorized and validly issued, fully paid and non-assessable and shall be free and clear of any lien, claim or encumbrance.