Buyer Parent Common Stock. The Buyer Parent Common Stock is registered pursuant to Section 12(b) of the Exchange Act and listed on NYSE, and Buyer has taken no action designed to, or which to the Knowledge of Buyer is reasonably likely to have the effect of, terminating the registration of the Buyer Parent Common Stock under the Exchange Act or delisting the Buyer Parent Common Stock from NYSE, nor has Buyer received any notification that the SEC or NYSE is contemplating terminating such registration or listing.
Buyer Parent Common Stock. (a) All Buyer Parent Common Stock issued pursuant to this Agreement shall be unregistered shares and shall be "restricted securities" under Rule 144 promulgated under the Securities Act ("Rule 144") and the Shareholders and Seller acknowledge that the sale of the Buyer Parent Common Stock shall be subject to Rule 144 transfer restrictions.
(b) Notwithstanding the foregoing, the Buyer Parent Common Stock shall, immediately following the Closing, be exchanged for shares of common stock of Standard Diversified pursuant to the Securities Exchange Agreement.
(c) The parties acknowledge that no shares of Buyer Parent Common Stock will be issued or distributed to non-accredited investors, and Shareholders, Seller and Seller's Representative agree that consideration payable pursuant to this Agreement shall be allocated and distributed so as to avoid the issuance or distribution of Buyer Parent Common Stock to non-accredited investors. Except in accordance with federal and state securities laws, Shareholders, Seller and Seller's Representative agree that similar transfer restrictions will apply to any shares for which the Buyer Parent Common Stock is exchanged in accordance with and as contemplated in the Securities Exchange Agreement.
(d) Certificates representing Buyer Parent Common Stock shall include a legend evidencing the restrictions on transfer set forth in this Section 2.07, or if shares of Buyer Parent Common Stock are issued in electronic format, such shares shall be issued by the Transfer Agent subject to the notation of such applicable transfer restrictions.
Buyer Parent Common Stock. (a) Promptly after the Closing, Buyer shall prepare and submit to the New York Stock Exchange a listing application covering the shares of Buyer Parent Common Stock payable pursuant to this Agreement, and shall use all reasonable best efforts to obtain, promptly after the Closing, approval for the listing of such shares of Buyer Parent Common Stock.
(b) Buyer shall pay, or cause to be paid, all documentary and similar Taxes levied under the Laws of any applicable jurisdiction in connection with the issuance of the Buyer Parent Common Stock and will hold Seller harmless, without limitation as to time, against any and all liabilities with respect to all such Taxes.
Buyer Parent Common Stock. All of the ordinary shares of Buyer Parent to be issued pursuant to Section 2.1(a) will be, when issued, duly authorized, validly issued, fully paid and non-assessable and not issued in violation of any Law or any charter or other provision regarding pre-emptive, anti‑dilution or similar rights of shareholders of Buyer Parent. The Buyer Parent has reserved a sufficient number of shares of Buyer Parent Common Stock in order to fulfill its obligations hereunder.
Buyer Parent Common Stock. At Second Closing, Buyer has sufficient duly authorized shares of its common stock to enable it to issue the Stock Consideration to Continuing Selling Parties, and upon consummation of the transactions contemplated by this Agreement, the Stock Consideration will be validly issued, fully paid, non-assessable, issued without application of preemptive rights, will have the rights, preferences and privileges specified in the governing documents of Buyer Parent, and will be free and clear of all Liens, encumbrances and restrictions, other than the restrictions imposed by applicable federal and state securities Laws and the restrictions imposed by this Agreement. The Stock Consideration will not be issued in violation of and will not be subject to any preemptive rights, resale rights, rights of first refusal or similar rights. None of the SEC or other securities regulatory authority or stock exchange has issued any order that is currently outstanding preventing or suspending trading in any securities of Buyer Parent, and no such proceeding is, to the knowledge of Buyer Parent, pending or threatened, and the Buyer Parent is not in default of any material requirement of any applicable securities Laws.
Buyer Parent Common Stock. Buyer Parent has, and at Closing will have, sufficient duly authorized shares of Buyer Parent Common Stock to enable it to issue the Stock Consideration to Seller.
