Buyer Common Stock. Except for shares of Buyer Common Stock owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares), which shall constitute authorized but unissued shares of Buyer Common Stock as contemplated by Section 1.4 hereof, the shares of Buyer Common Stock issued and outstanding immediately prior to the Effective Time shall be unaffected by the Merger and such shares shall remain issued and outstanding.
Buyer Common Stock. The Buyer Common Stock constituting the Buyer Share Consideration to be delivered to the Seller by the Buyer hereunder has been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, free and clear of any Encumbrances except for restrictions under applicable securities laws, and will not be issued in violation of any preemptive rights, rights of first refusal or similar rights.
Buyer Common Stock. The shares of Buyer Common Stock issuable pursuant hereto, when issued by Buyer in accordance with this Agreement, will be duly issued, fully paid, and non-assessable.
Buyer Common Stock. At and after the Effective Time, each share of Buyer Common Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of Buyer Common Stock and shall not be affected by the Merger.
Buyer Common Stock. The shares to be issued by Buyer pursuant to this Agreement have been duly authorized and, when delivered from escrow to Seller in accordance with the terms of this Agreement, will be validly authorized and issued and fully paid and nonassessable, free-trading shares and no shareholder of Buyer will have any preemptive rights or dissenter's right with respect thereto.
Buyer Common Stock. Each share of Buyer common stock, par value $0.001 per share, held by Parent immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the Parent, be converted into the right to receive one (1) share of common stock of the Surviving Entity.
Buyer Common Stock. Holders of twenty percent (20%) or more of the shares of Buyer Common Stock issued in Buyer’s initial public offering of securities and outstanding immediately before the Closing shall not have exercised their rights to convert their shares into a pro rata share of the Trust Fund in accordance with Buyer’s Charter Documents.
Buyer Common Stock. Buyer Common Stock to be issued pursuant to this Agreement is duly authorized and, when issued at the Effective Time, will be validly issued, fully paid and nonassessable and not subject to preemptive rights, with no personal liability attaching thereto.
Buyer Common Stock. The Buyer Common Stock (and the associated ----- ------ ----- Buyer Rights) to be issued in connection with the Acquisition Merger is duly authorized and, when issued in accordance with Article II hereof, will be validly issued, fully paid and non-assessable and not subject to preemptive rights, with no personal liability attaching thereto.
Buyer Common Stock. When delivered at Closing, all shares of Buyer Common Stock will have been duly authorized and validly issued, and will be fully paid and nonassessable and upon such issuance, Sellers will be shareholders of record of Buyer and entitled to any distributions or dividends payable to stockholders of record on or after the Closing.
