Common Stock of Parent Sample Clauses

Common Stock of Parent. Shareholders understand and acknowledge that the common stock of Parent to be received pursuant to this Agreement is subject to Rule 145 of the Securities Exchange Commission ("SEC"); such stock is being acquired for investment purposes only and not with a view to distribution or resale; any sale or other disposition of such stock shall be made pursuant to the regulations promulgated under Rule 145 and in compliance with all other applicable laws, regulations and interpretations.
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Common Stock of Parent. Upon the Effective Date, each share of Parent's common stock, par value of $0.0001 per share, issued and outstanding immediately prior to the Effective Date shall remain unchanged in the hands of the holder thereof as an issued and outstanding share of the Surviving Corporation’s common stock, par value $0.0001 per share (“Survivor Stock”).
Sample 1
Common Stock of Parent. As of the Parent Merger Effective Time, the Company shall surrender each share of Parent Common Stock that is owned by the Company immediately prior to the Parent Merger Effective Time for cancellation and each such share shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor.
Sample 1Sample 2
Common Stock of Parent. (a) The authorized capital stock of Parent consists of 10,000,000 shares of preferred stock none of which are outstanding and 200,000,000 shares of Common Stock, of which 34,413,748 shares are issued and outstanding as of 30 September 2007. Since 30 September 2007 until the Closing Date there has not been any material changes in the authorized stock of Parent other than changes in the ordinary course of business. (b) Parent confirms that with the issuance of the Common Stock according to Sections 2.1 and 2.4, Sellers acquire full, unrestricted and unencumbered title to the Common Stock at their free disposal, subject to limitations imposed by United States securities laws regarding the sale of securities within the United States, xxxxxxx xxxxxxx and the restrictions pursuant to Section 2.4 (b). (c) The Common Stock issued in accordance with Sections 2.1 and 2.4 is fully paid in and free of any rights of third parties created by Parent, and there are no claims against Parent for the granting of such rights or the transfer of such Common Stock to third parties. (d) The Common Stock to be issued in accordance with Sections 2.1 and 2.4 is admitted to trading at The Nasdaq Global Market and is not subject to any lock-up agreements or the like.
Sample 1
Common Stock of Parent. In consideration of and in exchange for the Purchased Assets, Seller shall be entitled to receive an aggregate of 20,960,016 shares (the "Shares") of the common stock of Parent, par value $0.001 per share (the "Common Stock"), in accordance with subparagraph 3(b) below.
Sample 1
Common Stock of Parent. Shareholders understand and acknowledge that the common stock of Parent to be received pursuant to this Agreement is subject to Rule 145 of the Securities Exchange Commission ("SEC"); such stock is being acquired for investment purposes only and not with a view to distribution or resale; any sale or other disposition of such stock shall be made pursuant to the regulations promulgated under Rule 145 and in compliance with all other applicable laws, regulations and interpretations, including, without limitation, any accounting interpretations of the SEC. Shareholders acknowledge that the Financial Statements have not been audited and that the shares of Parent common stock will be otherwise restricted until filing of Parent's 1996 10-K, which is expected to occur on or before March 31, 1997.
Sample 1
Common Stock of Parent. All of the issued and outstanding shares of Parent’s common stock are, and all of such shares, when issued in accordance with the terms of this Agreement are or will be, duly and validly authorized and issued and outstanding, fully paid and nonassessable, free of preemptive rights and in proper certificated form. None of the common stock of Parent was issued in violation of the Securities Act or any other legal requirement and all rules and regulations of the Securities and Exchange Commission.
Sample 1
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Related to Common Stock of Parent

  • Capital Stock of the Company The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

  • Capital Stock of Sub Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Capital Stock of Merger Sub Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.0001 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

  • 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.

  • Company Capital Stock “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.

  • Capital Stock of Subsidiaries All of the outstanding capital stock of, or other equity or voting interest in, each Subsidiary of the Company (i) has been duly authorized, validly issued and is fully paid and nonassessable; and (ii) except for director’s qualifying or similar shares, is owned, directly or indirectly, by the Company, free and clear of all liens (other than Permitted Liens) and any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent such Subsidiary from conducting its business as of the Effective Time in substantially the same manner that such business is conducted on the date of this Agreement.

  • Parent Common Stock At and after the Effective Time, each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock of the Surviving Corporation and shall not be affected by the Merger.

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

  • Limitation on Preferred Stock of Restricted Subsidiaries The Company shall not permit any of its Restricted Subsidiaries to issue any Preferred Stock (other than to the Company or to a Wholly Owned Restricted Subsidiary of the Company) or permit any Person (other than the Company or a Wholly Owned Restricted Subsidiary of the Company) to own any Preferred Stock of any Restricted Subsidiary of the Company.

  • Merger Sub Stock Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

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