Acquiror Shares. Acquiror hereby represents, warrants and covenants that the Acquiror 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.
Acquiror Shares. 2.1(a) Acquiror Subsidiary and Acquiror Subsidiaries................... 5.1
Acquiror Shares. (a) No fractional Acquiror Shares shall be issued to Former Company Shareholders. The number of Acquiror Shares to be issued to Former Company Shareholders shall be rounded down to the nearest whole Acquiror Share in the event that a Former Company Shareholder is entitled to a fractional share representing less than a whole Acquiror Share; and
Acquiror Shares. All shares of Bank Common Stock that are owned by Acquiror, if any, shall be canceled and retired and shall cease to exist and no cash, Acquiror Common Stock or other consideration shall be delivered in exchange therefor.
Acquiror Shares. The issuance, transfer, and delivery of the Acquiror Shares hereunder have been duly authorized by all required corporate action on the part of Acquiror, and when issued, transferred, and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, free and clear of all Encumbrances.
Acquiror Shares. Notwithstanding anything herein to the contrary, the shares of Acquiror Common Stock and issued in connection with the Contemplated Transactions will be subject to (i) the terms and conditions of, including any restrictions and encumbrances provided for under, this Agreement, Acquiror’s articles of association and other organizational documents, as may be amended, or amended and restated, from time to time, and the Cooperation Agreement or any other Contract entered into by the Party to whom all such shares were issued, and (ii) applicable securities and corporate Laws.
Acquiror Shares. 4 4.5 No Violations or Consents................................... 5 4.6 Litigation.................................................. 5 4.7
Acquiror Shares. All shares of Acquiror Common Stock which may be issued pursuant to the First Merger will be, when issued in accordance with the terms hereof, duly authorized, validly issued, fully paid and nonassessable and not subject to any preemptive rights created by statute, the Certificate of Incorporation or Bylaws of Acquiror or any Contract to which Acquiror is a party or by which it is bound. Acquiror has a sufficient stockholder-approved reserve of unallocated shares under its 2007 Equity Incentive Plan to cover the Acquiror RSUs to be issued pursuant to Section 1.9(a)(iv) hereof.
Acquiror Shares. At the Closing, in exchange for each share of Company Stock transferred to Acquiror, Acquiror shall issue and deliver to each Stockholder the number of shares of Acquiror Common Stock and Acquiror Preferred Stock set forth opposite such Stockholder's name on Exhibit A hereto. The transaction by which the transfer shall take place is referred to in this Agreement as the "Exchange".
Acquiror Shares. In connection with the payment of the Merger Consideration (as defined in the Merger Agreement), Kratos shall have duly authorized and issued Parent Shares (as defined in the Merger Agreement) in an amount sufficient to satisfy all of Kratos’ obligations under the Merger Agreement with respect to the conversion of the Company Shares (as defined in the Merger Agreement) into Parent Shares in accordance with the Merger Agreement as part of the Merger Consideration.
