Buyer Common Shares Sample Clauses

Buyer Common Shares. The Buyer has reserved for issuance a sufficient number of Common Shares of the Buyer (the "Buyer Common Shares") to satisfy its obligations to issue common shares of the Buyer upon the conversion of the Buyer Notes. The Buyer Common Shares to be issued upon conversion of the Buyer Notes will be validly issued, fully paid and non-assessable shares at the time so issued. There are no preemptive rights with respect to the Buyer Common Shares.
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Buyer Common Shares. The Buyer Common Shares to be issued pursuant to the transactions contemplated by this Agreement, when issued and delivered in accordance with this Agreement, will be duly authorized, validly issued, fully paid and non-assessable.
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Buyer Common Shares. Buyer has a sufficient number of authorized but ------------------- unissued shares of its Common Stock available for issuance to the Stockholders and the holders of Options to be assumed and converted in the merger, upon exercise of Buyer Options, in accordance with the provisions of this Agreement. The Buyer Common Shares to be issued pursuant to this Agreement will, when so delivered (upon the receipt of any exercise price therefore, if applicable), be duly and validly issued, fully paid and nonassessable.
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Buyer Common Shares. (a). The Buyer Common Shares to be issued to the Seller hereunder, when issued, shall be duly authorized and validly issued, fully paid and nonassessable and issued in compliance with all applicable state and federal securities Laws and not subject to, and not issued in violation of, any Encumbrance, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, the Organizational Documents of the Buyer or any Contract to which the Buyer is a party or by which it is bound. Notwithstanding this Section 7.23, if the Buyer gives irrevocable notice that the Agreed Stock Consideration Value equals €0, then this Section 7.23 shall be deemed satisfied.
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Buyer Common Shares. All Exchange Shares to be issued in connection with the transactions contemplated in this Agreement have been duly authorized by all necessary corporation action on the part of the Buyer and, upon delivery of the Exchange Shares in accordance with this Agreement, the Exchange Shares will be validly issued, fully paid and non-assessable and free and clear of all Liens other than restrictions imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Exchange Shares will be issued in compliance with all applicable federal, state and foreign securities laws.
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Buyer Common Shares. Buyer has a sufficient number of authorized but unissued shares of its Common Stock available for issuance to the Eventus Stockholders and the holders of Options to be assumed and converted in the merger, upon exercise of Buyer Options in accordance with the provisions of this Agreement. The Buyer Common Shares to be issued pursuant to this Agreement will, when so delivered (upon the receipt of any exercise price therefore, if applicable), be duly and validly issued, fully paid and nonassessable free from any preemptive or similar rights, and issued in compliance with all applicable federal and state securities laws.
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Buyer Common Shares. Each Buyer Common Share issued and outstanding at and as of the Effective Time shall remain issued and outstanding.
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Related to Buyer Common Shares

  • Purchaser Common Stock Each share of common stock, par value $0.001 per share, of the Purchaser (the “Purchaser Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Common Shares 4 Company...................................................................................... 4

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Fractional Shares of Common Stock (a) The Company shall not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever any fractional Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding of such fraction to the nearest whole Warrant (rounded down). (b) The Company shall not issue fractions of shares of Common Stock upon exercise of Warrants or distribute stock certificates which evidence fractional shares of Common Stock. Whenever any fraction of a share of Common Stock would otherwise be required to be issued or distributed, the actual issuance or distribution in respect thereof shall be made in accordance with Section 2(d)(v) of the Warrant Certificate.

  • Parent Stock (a) As of the date hereof the authorized capital stock of Parent consists of (i) (A) 250,000 shares of Class A Common Stock, $.01 par value (the "Class A Common Stock"), of which no shares are validly issued and outstanding, and (B) 1,000,000 shares of Class B Common Stock, $.01 par value, of which 40,748 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant to this Agreement), fully paid and nonassessable; and (ii) 250,000 shares of Class A Convertible Preferred stock, of which 111,500 shares are validly issued and outstanding, fully paid and nonassessable. All outstanding securities of Parent were issued in accordance with applicable federal and state securities laws. Except as set forth on Schedule 5.6(a) hereto, there are no options, warrants, calls, --------------- agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other right. In addition to the foregoing, as of the date hereof, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent under ordinary circumstances. (b) The holders of record as of the date hereof of the issued and outstanding shares of capital stock of Parent are set forth on Schedule 5.6(b) --------------- hereto. (c) The holders of record as of the Effective Date of the outstanding shares of capital stock of Parent, together with the number of shares of capital stock then outstanding, are set forth on a pro forma basis on Schedule 5.6(c) --------------- hereto (determined based on certain assumptions described therein). (d) When delivered to the TWG Shareholder in accordance with the terms hereof, the Parent Stock will (i) be duly authorized, fully paid and nonassessable, (ii) represent 10.0327% of the issued and outstanding shares of Parent Stock (determined based on the assumptions set forth on Schedule 5.6(c)), --------------- (iii) represent, on an as-converted and fully diluted basis, 2.2574% of the issued and outstanding capital stock of Parent (determined based on the assumptions set forth in Schedule 5.6(c)), and (iv) be free and clear of all --------------- Liens.

  • Adjustment of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants The Exercise Price, the number of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section 3 of the Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant Certificate, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in Section 3 of the Warrant Certificate and the provisions of Sections 7, 11 and 12 of this Agreement with respect to the shares of Common Stock shall apply on like terms to any such other shares. All Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to the Warrant Certificate shall evidence the right to purchase, at the adjusted Exercise Price, the number of shares of Common Stock purchasable from time to time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.

  • Common Stock 1 Company........................................................................1

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

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