Authorized Stock. Issuer hereby represents and warrants to Grantee that Issuer has taken all necessary corporate and other action to authorize and reserve and to permit it to issue, at all times from the date hereof until the obligation to deliver Shares upon the exercise of the Option terminates, will have reserved for issuance, upon exercise of the Option, Shares necessary for Grantee to exercise the Option, and Issuer will take all necessary corporate action to authorize and reserve for issuance all additional Shares or other securities which may be issued pursuant to Section 6 upon exercise of the Option. The Shares to be issued upon due exercise of the Option, including all additional Shares or other securities which may be issuable upon exercise of the Option pursuant to Section 6, upon issuance pursuant hereto, shall be duly and validly issued, fully paid and nonassessable, and shall be delivered free and clear of all Liens, including any preemptive rights of any stockholder of Issuer.
Appears in 9 contracts
Samples: Stock Option Agreement (Pharmacia & Upjohn Inc), Stock Option Agreement (Ocular Sciences Inc /De/), Stock Option Agreement (American Home Products Corp)
Authorized Stock. Issuer hereby represents and warrants to Grantee that Issuer has taken all necessary corporate and other action to authorize and reserve and to permit it to issue, and, at all times from the date hereof until the obligation to deliver Shares Issuer Common Stock upon the exercise of the Option terminates, will have reserved for issuance, upon exercise of the Option, Shares the number of shares of Issuer Common Stock necessary for Grantee to exercise the Option, and Issuer will take all necessary corporate action to authorize and reserve for issuance all additional Shares shares of Issuer Common Stock or other securities which may be issued pursuant to Section 6 7 upon exercise of the Option. The Shares shares of Issuer Common Stock to be issued upon due exercise of the Option, including all additional Shares shares of Issuer Common Stock or other securities which may be issuable upon exercise of the Option pursuant to Section 67, upon issuance pursuant hereto, shall be duly and validly issued, fully paid and nonassessable, and shall be delivered free and clear of all Liensliens, claims, charges and encumbrances of any kind or nature whatsoever, including any preemptive rights of any stockholder of Issuer.
Appears in 3 contracts
Samples: Merger Agreement (Mainstreet Bankgroup Inc), Merger Agreement (Mainstreet Bankgroup Inc), Merger Agreement (Mainstreet Bankgroup Inc)
Authorized Stock. Issuer hereby represents and warrants to Grantee that Issuer has taken all necessary corporate and other ---------------- action to authorize and reserve and to permit it to issue, and, at all times from the date hereof until the obligation to deliver Shares Issuer Common Stock upon the exercise of the Option terminates, will have reserved for issuance, upon exercise of the Option, Shares shares of Issuer Common Stock necessary for Grantee Holder to exercise the Option, and Issuer will take all necessary corporate action to authorize and reserve for issuance all additional Shares shares of Issuer Common Stock or other securities which may be issued pursuant to Section 6 7 upon exercise of the Option. The Shares shares of Issuer Common Stock to be issued upon due exercise of the Option, including all additional Shares shares of Issuer Common Stock or other securities which may be issuable upon exercise of the Option pursuant to Section 67, upon issuance pursuant hereto, shall be duly and validly issued, fully paid and nonassessable, and shall be delivered free and clear of all Liensliens, claims, charges and encumbrances of any kind or nature whatsoever, including any preemptive rights of any stockholder of Issuer.
Appears in 3 contracts
Samples: Stock Option Agreement (Greater Bay Bancorp), Stock Option Agreement (SJNB Financial Corp), Stock Option Agreement (Greater Bay Bancorp)
Authorized Stock. Issuer hereby represents and warrants to Grantee that Issuer has taken all necessary corporate and other action to authorize and reserve and to permit it to issue, and will have reserved for issuance at all times from the date hereof until the obligation to deliver Shares upon the exercise of the Option terminates, will have reserved for issuance, upon exercise of the Option, Shares necessary for Grantee to exercise the Option, and Issuer will take all necessary corporate action to authorize and reserve for issuance all additional Shares or other securities which may be issued pursuant to Section 6 upon exercise of the Option. The Shares to be issued upon due exercise of the Option, including all additional Shares or other securities which may be issuable upon exercise of the Option pursuant to Section 6, upon issuance pursuant hereto, shall be duly and validly issued, fully paid and nonassessable, and shall be delivered free and clear of all Liens, including any preemptive rights of any stockholder shareholder of Issuer.
Appears in 2 contracts
Samples: Reorganization Agreement (Anchor Financial Corp), Reorganization Agreement (Carolina First Corp)
Authorized Stock. Issuer hereby represents and warrants to Grantee that Issuer has taken all necessary corporate and other ---------------- action to authorize and reserve and to permit it to issue, and, at all times from the date hereof until the obligation to deliver Shares Issuer Common Stock upon the exercise of the Option terminates, will have reserved for issuance, upon exercise of the Option, Shares the number of shares of Issuer Common Stock necessary for Grantee Holder to exercise the Option, and Issuer will take all necessary corporate action to authorize and reserve for issuance all additional Shares shares of Issuer Common Stock or other securities which may be issued pursuant to Section 6 7 upon exercise of the Option. The Shares shares of Issuer Common Stock to be issued upon due exercise of the Option, including all additional Shares shares of Issuer Common Stock or other securities which may be issuable upon exercise of the Option pursuant to Section 67, upon issuance pursuant hereto, shall be duly and validly issued, fully paid and nonassessable, and shall be delivered free and clear of all Liensliens, claims, charges and encumbrances of any kind or nature whatsoever, including any preemptive rights of any stockholder of Issuer.
Appears in 2 contracts
Samples: Stock Option Agreement (Richmond County Financial Corp), Stock Option Agreement (Richmond County Financial Corp)
Authorized Stock. Issuer hereby represents and warrants to Grantee that Issuer has taken all necessary corporate and other action to authorize and reserve and to permit it to issue, and, at all times from the date hereof until the obligation to deliver Shares Issuer Common Stock upon the exercise of the Option terminates, will have reserved for issuance, upon exercise of the Option, Shares shares of Issuer Common Stock necessary for Grantee Holder to exercise the Option, and Issuer will take all necessary corporate action to authorize and reserve for issuance all additional Shares shares of Issuer Common Stock or other securities which may be issued pursuant to Section 6 7 upon exercise of the Option. The Shares shares of Issuer Common Stock to be issued upon due exercise of the Option, including all additional Shares shares of Issuer Common Stock or other securities which may be issuable upon exercise of the Option pursuant to Section 67, upon issuance pursuant hereto, shall be duly and validly issued, fully paid and nonassessable, and shall be delivered free and clear of all Liensliens, claims, charges and encumbrances of any kind or nature whatsoever, including any preemptive rights of any stockholder of Issuer.
Appears in 2 contracts
Samples: Stock Option Agreement (CVB Financial Corp), Stock Option Agreement (Coast Bancorp)
Authorized Stock. Issuer hereby represents and warrants to Grantee that Issuer has taken all necessary corporate and other action to authorize and reserve and to permit it to issue, and, at all times from the date hereof until the obligation to deliver Shares Issuer Common Stock upon the exercise of the Option terminates, will have reserved for issuance, upon exercise of the Option, Shares the number of shares of Issuer Common Stock necessary for Grantee to exercise the OptionOption in full, and Issuer will take all necessary corporate action to authorize and reserve for issuance all additional Shares shares of Issuer Common Stock or other securities which may be issued pursuant to Section 6 upon exercise of the Option. The Shares shares of Issuer Common Stock to be issued upon due exercise of the Option, including all additional Shares shares of Issuer Common Stock or other securities which may be issuable upon exercise of the Option pursuant to Section 6, upon issuance pursuant hereto, shall be duly and validly issued, fully paid and nonassessable, and shall be delivered free and clear of all Liensliens, claims, charges and encumbrances of any kind or nature whatsoever, including any preemptive rights right of any stockholder shareholder of Issuer.
Appears in 2 contracts
Samples: Stock Option Agreement (Immucor Inc), Stock Option Agreement (Gamma Biologicals Inc)
Authorized Stock. Issuer hereby represents and warrants to ---------------- Grantee that Issuer has taken all necessary corporate and other action to authorize and reserve and to permit it to issue, at all times from the date hereof until the obligation to deliver Shares upon the exercise of the Option terminates, will have reserved for issuance, upon exercise of the Option, Shares necessary for Grantee to exercise the Option, and Issuer will take all necessary corporate action to authorize and reserve for issuance all additional Shares or other securities which may be issued pursuant to Section 6 upon exercise of the Option. The Shares to be issued upon due exercise of the Option, including all additional Shares or other securities which may be issuable upon exercise of the Option pursuant to Section 6, upon issuance pursuant hereto, shall be duly and validly issued, fully paid and nonassessable, and shall be delivered free and clear of all Liens, including any preemptive rights of any stockholder of Issuer.
Appears in 1 contract
Samples: Stock Option Agreement (Wesley Jessen Visioncare Inc)
Authorized Stock. Issuer hereby represents and warrants to ---------------- Grantee that Issuer has taken all necessary corporate and other action to authorize and reserve and to permit it to issue, at all times from the date hereof until the obligation to deliver Shares upon the exercise of the Option terminates, will have reserved for issuance, upon exercise of the Option, Shares necessary for Grantee to exercise the Option, and Issuer will take all necessary corporate action to authorize and reserve for issuance all additional Shares or other securities which may be issued pursuant to Section 6 upon exercise of the Option. The Shares to be issued upon due exercise of the Option, including all additional Shares or other securities which may be issuable upon exercise of the Option pursuant to Section 6, upon issuance pursuant pursu ant hereto, shall be duly and validly issued, fully paid and nonassessable, and shall be delivered free and clear of all Liens, including any preemptive rights of any stockholder shareholder of Issuer.
Appears in 1 contract
Authorized Stock. Issuer hereby represents and warrants to Grantee that Issuer has taken all necessary corporate and other action to authorize and reserve and to permit it to issue, and, at all times from the date hereof until the obligation to deliver Shares Issuer Common Stock upon the exercise of the Option terminates, will have reserved for issuance, upon exercise of the Option, Shares the number of shares of Issuer Common Stock necessary for Grantee Holder to exercise the Option, and Issuer will take all necessary corporate action to authorize and reserve for issuance all additional Shares shares of Issuer Common Stock or other securities which may be issued pursuant to Section 6 7 upon exercise of the Option. The Shares shares of Issuer Common Stock to be issued upon due exercise of the Option, including all additional Shares shares of Issuer Common Stock or other securities which may be issuable upon exercise of the Option pursuant to Section 67, upon issuance pursuant hereto, shall be duly and validly issued, fully paid and nonassessable, and shall be delivered free and clear of all Liensliens, claims, charges and encumbrances of any kind or nature whatsoever, including any preemptive rights of any stockholder of Issuer.
Appears in 1 contract
Samples: Stock Option Agreement (Central Bancorporation /Wa/)
Authorized Stock. Issuer hereby represents and warrants to Grantee that Issuer has taken all necessary corporate and other action to authorize and reserve and to permit it to issue, and, at all times from the date hereof until the obligation to deliver Shares the shares of Issuer Common Stock upon the exercise of the Option terminates, will have reserved for issuance, upon exercise of the Option, Shares shares of Issuer Common Stock necessary for Grantee to exercise the Option, and Issuer will take all necessary corporate action to authorize and reserve for issuance all additional Shares shares of Issuer Common Stock or other securities which that may be issued pursuant to Section 6 7 upon exercise of the Option. The Shares shares of Issuer Common Stock to be issued upon due exercise of the Option, including all additional Shares shares of Issuer Common Stock or other securities which may be issuable upon exercise of the Option pursuant to Section 67, upon issuance pursuant hereto, shall be duly and validly issued, fully paid and nonassessable, and shall be delivered free and clear of all Liensliens, claims, charges and encumbrances of any kind or nature whatsoever, including any preemptive rights of any stockholder of Issuer.
Appears in 1 contract
Authorized Stock. Issuer hereby represents and warrants to Grantee that Issuer has taken all necessary corporate and other action to authorize and reserve and to permit it to issue, and, at all times from the date hereof until the obligation to deliver Shares Issuer Common Stock upon the exercise of the Option terminates, will have reserved for issuance, upon exercise of the Option, Shares the number of shares of Issuer Common Stock necessary for Grantee to exercise the Option, and Issuer will take all necessary corporate action to authorize and reserve for issuance all additional Shares shares of Issuer Common Stock or other securities which may be issued pursuant to Section 6 7 upon exercise of the Option. The Shares shares of Issuer Common Stock to be issued upon due exercise of the Option, including all additional Shares shares of Issuer Common Stock or other securities which may be issuable upon exercise of the Option pursuant to Section 67, upon issuance pursuant hereto, shall be duly and validly issued, fully paid and nonassessable, and shall be delivered free and clear of all Liens, including any preemptive rights of any stockholder of Issuer.
Appears in 1 contract
Samples: Stock Option Agreement (Independent Community Bankshares Inc)