Buyer Common Stock. The shares of Buyer Common Stock will, when issued and delivered in accordance with this Agreement, be duly authorized, validly issued, fully paid and nonassessable.
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Samples: Stock Purchase Agreement (Infowave Software Inc), Merger Agreement (Asv Inc /Mn/)
Buyer Common Stock. The shares of Buyer Common Stock willissuable pursuant hereto, when issued and delivered by Buyer in accordance with this Agreement, will be duly authorized, validly issued, fully paid paid, and nonassessablenon-assessable.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Veroni Brands Corp.), Stock Purchase Agreement (Creatd, Inc.)
Buyer Common Stock. The shares of Buyer Common Stock willto be issued pursuant to this Agreement, when issued and delivered in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessablenon-assessable, will not be subject to preemptive or similar rights and will be issued in compliance with applicable United States federal and state securities laws.
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Buyer Common Stock. The shares of Buyer Common Stock will, when issued and delivered in accordance with this Agreement, be duly authorized, validly issued, fully paid and nonassessable. Such shares of Buyer Common Stock will not be registered and will be subject to the regulatory holding periods prescribed under Rule 144 of the Securities Act.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Patina Oil & Gas Corp)
Buyer Common Stock. The shares of Buyer Common Stock will, when to be issued to the holders of the issued and delivered in accordance with outstanding Shares pursuant to the transactions contemplated by this Agreement, when issued, will be duly authorized, validly issued, fully paid and nonassessablenon-assessable.
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Buyer Common Stock. The shares of common stock, par value $0.01 per share, of Buyer Common Stock will, when to be issued to the Stockholders hereunder have been duly authorized and delivered upon issuance in accordance with this Agreement, Agreement will be duly authorized, validly issued, fully fully-paid and nonassessablenon-assessable, and free from all taxes, Liens, claims and encumbrances.
Appears in 1 contract
Samples: Stock Purchase Agreement (American Lawyer Media Inc)
Buyer Common Stock. The shares Each of Buyer Common Stock willthe Shares to be issued as contemplated by this Agreement has been duly authorized and, when issued and delivered in accordance with this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, free and clear of any and all Liens, and the issuance of the Shares will not be in violation of any Persons' preemptive rights or any law.
Appears in 1 contract
Samples: Asset Purchase Agreement (American Italian Pasta Co)
Buyer Common Stock. The shares of Buyer Common Stock willto be delivered pursuant to this Agreement has been duly authorized and, when issued and delivered in accordance with this Agreementissued, will be duly authorized, validly issued, fully paid and nonassessable.
Appears in 1 contract
Samples: Securities Purchase Agreement (6D Global Technologies, Inc)
Buyer Common Stock. The shares of Buyer Common Stock willto be issued hereunder, when issued and delivered in accordance with this Agreement, will be duly authorized, validly issued, fully paid paid, and nonassessablenon-assessable and will be issued in compliance with applicable federal and state securities laws.
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Buyer Common Stock. The shares of Buyer Common Stock will, when issued and delivered Upon issuance in accordance with this Agreement, the shares of Buyer Common Stock delivered to the Shareholders, including any shares of Buyer Common Stock issuable as an Earn Out Payment, if any, will be duly authorized, validly issued, fully paid and nonassessablenon-assessable. Until issued, the Buyer will maintain sufficient authorized but unissued shares of common stock to cover the issue of the maximum number of shares issuable with respect to the Earn Out Payment.
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Buyer Common Stock. The shares of Buyer Common Stock will, to be issued pursuant to Article I of this Agreement have been duly authorized and when issued and delivered in accordance with the terms of this Agreement, Agreement will have been validly issued and will be duly authorized, validly issued, fully paid and nonassessablenon-assessable and the issuance thereof is not subject to any preemptive or other similar right.
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Buyer Common Stock. The shares of Buyer Common Stock willto be delivered ------------------ to the Stockholders at the Closing, when issued and delivered in accordance with the terms of this Agreement, will be duly authorized, validly issuedvalid and legally issued shares of Buyer Common Stock, fully paid and nonassessable.
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Buyer Common Stock. The shares of the Buyer Common Stock willto be issued to the Sellers pursuant to Article II above have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessablenon-assessable. The Buyer Common Stock is listed for quotation on the NASDAQ Global Select Market.
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Samples: Stock Purchase Agreement (Cree Inc)
Buyer Common Stock. The shares of Buyer Common Stock willStock, when issued and delivered to the Shareholders in accordance with this Agreement, will be duly authorized, and validly issued, authorized and issued and fully paid and nonassessable.
Appears in 1 contract
Samples: Merger Agreement (Guidant Corp)
Buyer Common Stock. The shares of Buyer Common Stock will, upon approval of Buyer’s stockholders and when issued and delivered in accordance with this Agreement and the Buyer Option Agreement, be duly authorized, validly issued, fully fully-paid and nonassessable.
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Buyer Common Stock. The shares of Buyer Common Stock willto be issued upon exercise of the Buyer Options granted pursuant to this Agreement, when issued and delivered in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessablenon-assessable and the Buyer Options will be duly authorized and validly issued. Buyer shall at all times reserve a sufficient number of shares of Buyer Common Stock to honor the exercise of the Buyer Options.
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Buyer Common Stock. The shares of Buyer Common Stock willto be issued pursuant to this Agreement, when issued and delivered in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessablenon-assessable and subject to no preemptive rights.
Appears in 1 contract
Samples: Merger Agreement (New Hampshire Thrift Bancshares Inc)
Buyer Common Stock. The shares of Buyer Common Stock issuable upon exercise of the Buyer Option will, when issued upon Stockholder Approval and delivered upon issuance and delivery in accordance with this Agreement, be duly authorized, validly issued, fully fully-paid and nonassessable.
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