Acquisition Shares. The Acquisition Shares issuable pursuant to the purchase price, when issued, will be duly authorized and validly issued, fully paid and non-assessable, will be delivered hereunder free and clear of any Liens, except that such Acquisition Shares will be "restricted securities", as such term is defined in the rules and regulations of the SEC promulgated under the Securities Act, and will be subject to restrictions on transfers pursuant to such rules and regulations.
Acquisition Shares. Each share of common stock, par value $0.01 per share, of Acquisition issued and outstanding at the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, automatically be converted into one fully paid and nonassessable share of common stock of the Surviving Corporation, as such shares of common stock are constituted immediately following the Effective Time.
Acquisition Shares. The Acquisition Shares when delivered to the Vendor shall be validly issued and outstanding as fully paid and non-assessable shares, subject to the provisions of this Agreement, and the Acquisition Shares shall be transferable upon the books of the Purchaser, in all cases subject to the provisions and restrictions of all applicable securities laws. Non-Merger and Survival
Acquisition Shares. The Acquisition Shares when delivered to the holders of ProVision Shares pursuant to the Merger shall be validly issued and outstanding as fully paid and non-assessable shares and the Acquisition Shares shall be transferable upon the books of MailTec, in all cases subject to the provisions and restrictions of all applicable securities laws.
Acquisition Shares. The Acquisition Shares when delivered to the Kraft Shareholders pursuant to the Acquisition shall be validly issued and outstanding as fully paid and non-assessable shares and the Acquisition Shares shall be transferable upon the books of AUGI, in all cases subject to the provisions and restrictions of all applicable securities laws. Non-Merger and Survival
Acquisition Shares. The Acquisition Shares, when issued in accordance with the terms of this Agreement, will be validly issued fully paid, and non-assessable.
Acquisition Shares. The Acquisition Shares when delivered to the holders of SURGE Shares pursuant to the Merger shall be validly issued and outstanding as fully paid and non-assessable shares and the Acquisition Shares shall be transferable upon the books of Boundless, in all cases subject to the provisions and restrictions of all applicable securities laws.
Acquisition Shares. The Acquisition Shares when delivered to the holders of THC Shares pursuant to the Merger shall be validly issued and outstanding as fully paid and non-assessable shares and the Acquisition Shares shall be transferable upon the books of Cirus, in all cases subject to the provisions and restrictions of all applicable securities laws. Non-Merger and Survival
Acquisition Shares. The Acquisition Shares when delivered to the Dibz Shareholders pursuant to the Acquisition shall be validly issued and outstanding as fully paid and non-assessable shares and the Acquisition Shares shall be transferable upon the books of Haystar, in all cases subject to the provisions and restrictions of all applicable securities laws.
Acquisition Shares. The Acquisition Shares when delivered to the ------------------- Company Shareholders shall be validly issued and outstanding as fully paid and non-assessable shares and the Acquisition Shares shall be transferable upon the books of Gama, in all cases subject to the provisions and restrictions of all applicable securities laws. NON-MERGER AND SURVIVAL
