Authorized Securities. The shares of Parent Common Stock issuable pursuant to Article III of this Agreement (the “Merger Shares”) have been duly authorized and, when issued in accordance with this Agreement, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens and shall not be subject to preemptive or similar rights of shareholders.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Bonfire Productions, Inc.), Agreement and Plan of Merger (Baron Energy Inc.), Agreement and Plan of Merger (Techniscan)
Authorized Securities. The shares of Parent Common Stock and Parent Preferred Stock issuable pursuant to Article III of this Agreement (Agreement, and the “Merger Shares”) have been shares of Parent Common Stock issuable upon conversion of any Parent Preferred Stock, shall be duly authorized and, when issued in accordance with this AgreementAgreement and the Certificate of Designations (if applicable), will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens and shall not be subject to preemptive or similar rights of shareholders.
Appears in 1 contract
Samples: Merger Agreement and Plan of Reorganization (Tiger Media, Inc.)
Authorized Securities. The shares of Parent Common Stock issuable pursuant to Article III of this Agreement (the “"Merger Shares”") have been duly authorized and, when issued in accordance with this Agreement, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens and shall not be subject to preemptive or similar rights of shareholdersstockholders.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Interlink Plus, Inc.)