Availability of Consideration Sample Clauses

Availability of Consideration. At or prior to the Effective Time, Parent shall (i) designate a bank or trust company to act as exchange agent (which designation shall be subject to the Company’s reasonable consent) (the “Exchange Agent”) and (ii) deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of certificates representing Company Common Stock (the “Company Certificates”), for exchange in accordance with this ARTICLE 4, cash in an amount sufficient to pay the cash consideration and the aggregate number of shares of Parent Common Stock due to the stockholders pursuant to Section 3.1(b) and any cash that may be payable in lieu of any fractional shares (such cash and certificates for shares of Parent Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the “Exchange Fund”). The cash so deposited shall be invested by the Exchange Agent as directed by Parent or, after the Effective Time, the Surviving Corporation; provided that such investments shall be in obligations of the United States of America. Any net profit resulting from, or interest or income produced by, such investments will be payable to Parent.
Sample 1
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Availability of Consideration. Parent will have available to it upon the consummation of the Merger, sufficient capital resources to pay the aggregate Merger Consideration, aggregate Option Consideration and aggregate RSU Consideration and to consummate all of the transactions contemplated by this Agreement.
Sample 1
Availability of Consideration. Buyer currently maintains immediately available funds required to pay the Initial Purchase Price to Seller at Closing.
Sample 1
Availability of Consideration. The shares of Buyer Common Stock to be issued as the Buyer Shares pursuant to this Agreement will be duly authorized, validly issued, fully paid and nonassessable, and not issued in violation of Buyer’s certificate of incorporation or bylaws or any preemptive rights or other rights of any third party, and will be free and clear of any Liens. No approval, vote or consent of any holder of Buyer’s securities (or any class or series of Buyer’s securities) is required to authorize, approve or permit the transactions contemplated by this Agreement. As of the Closing, Buyer will have sufficient authorized but unissued voting common stock, par value $0.0001 per share, of Buyer (the “Buyer Common Stock”) available under its certificate of incorporation (i) that is sufficient to enable Buyer to issue the Buyer Shares at the Closing and (ii) that is sufficient to enable Seller to exercise the Warrant for the full amount of the Buyer Common Stock for which the Warrant is exercisable in accordance with their terms (or, if the last sentence of Section 1.07(c) is applicable, that is sufficient to permit such amount of shares of Buyer Common Stock as are required to be issued in place of the Warrant pursuant to Section 1.07(c)). No provision of Buyer’s certificate of incorporation or bylaws, or Applicable Law or order or other instrument or agreement prohibits or would prohibit the issuance of the Buyer Common Stock or the Warrant to Seller in connection with this Agreement. The Buyer Common Stock that comprises the Buyer Shares and the Buyer Common Stock underlying the Warrant is collectively referred to as the “Required Stock”. Buyer has no reason to believe that the Required Stock is not or will not be available on a timely basis for issuance at the Closing or upon exercise of the Warrant in accordance with their terms, or that the Warrant is not or will not be issuable at the Closing. Buyer’s capitalization immediately after giving effect to the Initial Closing is set forth on Schedule 6.05.
Sample 1
Availability of Consideration. Parent shall have available to it at the times required by this Agreement, sufficient authorized shares and/or funds to pay the Closing Merger Consideration, to make the other payments contemplated hereby and to consummate the Transactions (including the Mergers). The Total Merger Consideration, when issued, sold and delivered in accordance with this Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Transaction Agreements and applicable state and federal securities laws. Subject to the accuracy of the Company’s representations and warranties contained in this Agreement, the Total Merger Consideration will be issued in compliance with all applicable federal and state securities laws
Sample 1
Availability of Consideration. At the Effective Time, the Acquiror shall make available and pay in accordance with the terms hereof: (i) the Merger Consideration and (ii) cash in an amount sufficient to permit payment of cash in lieu of fractional shares.
Sample 1

Related to Availability of Consideration

  • Certain Representations; Reservation and Availability of Shares of Common Stock or Cash (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits hereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

  • Availability of Shares During the term of this Option, the Company shall reserve for issuance the number of shares of Common Stock required to satisfy this Option.

  • Availability of Common Shares (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with SECTION 7. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares delivered upon exercise of Rights shall (subject to payment of the Purchase Price) be duly and validly authorized and issued and fully paid and nonassessable shares. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or the issuance or delivery of Common Shares or depositary receipts for the Common Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any Common Shares or depositary receipts for Common Shares upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's reasonable satisfaction that no such tax is due.

  • Reservation and Availability of Common Shares (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Common Shares or any authorized and issued Common Shares held in its treasury, the number of Common Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7.

  • Pro Rata Shares Availability of Funds (a) All Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender's obligation to make a Loan requested hereunder.

  • Status and Availability of Preferred Shares (a) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and non-assessable shares.

  • Reservation and Availability of Shares of Preferred Stock (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or out of authorized and issued shares of Preferred Stock held in its treasury, such number of shares of Preferred Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights.

  • Reservation and Availability of Preferred Stock (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or any authorized and issued shares of Preferred Stock held in its treasury, the number of shares of Preferred Stock that will be sufficient to permit the exercise in full of all outstanding and exercisable Rights. Upon the occurrence of any events resulting in an increase in the aggregate number of shares of Preferred Stock issuable upon exercise of all outstanding Rights in excess of the number then reserved, the Company shall make appropriate increases in the number of shares so reserved.

  • Availability of Shares of Preferred Stock (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or any shares of Preferred Stock held in its treasury, the number of shares of Preferred Stock that will be sufficient to permit the exercise in full of all outstanding Rights.

  • Availability of Preferred Shares The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Preferred Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Preferred Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's reasonable satisfaction that no such tax is due.

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