Contribution Shares. All necessary corporate action will have been taken to validly create, authorize, reserve and issue the Contribution Shares and, upon the consummation of the contribution of the LNP Assets to the Company, the Contribution Shares shall, when issued, be duly authorized, validly issued, fully paid and non-assessable Common Shares of the Company, which shall be free and clear of any Liens, rights of first refusal or any kind of transfer restrictions other than as required by applicable Securities Laws and the holder of such Contribution Shares shall be entitled to all rights afforded to a holder of Common Shares. No person now has any agreement or option or right or privilege (whether at Law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Company or any of the Company Subsidiaries. All of the issued and outstanding capital stock of the Company is owned directly by Roivant free and clear of any Liens of any kind.
Contribution Shares. 2.4 Controlling Party 9.2(a) Conversion Ratio 1.5(a) Damages 9.1 Disclosure Schedule Article IV Dispute 9.2(c) Dissenting Shares 1.6(a) Effective Time 1.1 Employee Benefit Plan 4.18(a)(i) Engage Sale 2.5 Engage Stockholder Approval 6.3 Environmental Law 4.19(a) ERISA 4.18(a)(ii) ERISA Affiliate 4.18(a)(iii) Exchange Act 4.14(b) Expected Claim Notice 9.3 Flycast Introduction Flycast-CMGI Options 2.5 Flycast Common Stock 2.1 Flycast Merger Agreement 5.1 Flycast Noncompetition Agreements 5.4 Financial Statements 4.6 GAAP 4.6 Governmental Entity 3.3 Indemnified Party 9.2(a) 36 41
Contribution Shares. 3.1 The Contribution Shares will at Closing have been properly and validly issued and allotted, will each be fully paid and will rank pari passu with the other shares of UK HoldCo.
Contribution Shares. The Contribution Shares, upon issuance:
Contribution Shares. 975,610 $10,000,002.50(2) 32,000,000 Common Shares Hollywood Common Shares -------------------------------------------------------------------------------- 2,161,990 $22,160,397.50(3) 22,160 Junior Preferred Shares Hollywood Common Shares --------------------------------------------------------------------------------
Contribution Shares. Each Contributing Stockholder is the record and beneficial owner of the Contribution Shares indicated next to their respective name on Schedule A attached hereto, free and clear of any Encumbrances, and has the absolute right to sell and transfer said Shares to Holdco as provided in this Agreement without the consent of or notification to any Person. The Consideration Shares are duly authorized, validly issued, fully paid and nonassessable, and were not issued in violation of any preemptive or similar rights. Upon delivery to Holdco of the certificates representing the Consideration Shares, Holdco will acquire good and valid title to such shares, free and clear of any Encumbrances, other than restrictions under applicable securities laws.
Contribution Shares. Company shall deliver to Transferor a stock certificate, registered in the name of Transferor, representing the 20,000,000 shares of common stock issued by Company to Transferor pursuant to this Agreement.
Contribution Shares. Recipient shall deliver to Contributor a stock certificate, registered in the name of Contributor, representing the Contribution Shares issued by Recipient to Contributor pursuant to this Agreement.
Contribution Shares. Exhibit 5.5 Axalto Consolidated Statements of Income and of Cash Flows and Balance Sheet Data for the Third Quarter of 2005 and Year-to-Date September 30, 2005 Exhibit 11.1(h)((i) Form of Authorized Representative's Certificate of Gemplus Exhibit 11.1(h)((ii) Form of Authorized Representative's Certificate of S1 Exhibit 11.1(h)((iii) Form of Authorized Representative's Certificate of S2 Exhibit 11.2(h) Form of Authorized Representative's Certificate of Axalto delivered to Gemplus Exhibit 11.3(h) Form of Authorized Representative's Certificate of Axalto delivered to each of S1 and S2 Exhibit 14.1 Form of Joint Press Release COMBINATION AGREEMENT This Agreement (the "COMBINATION AGREEMENT") is made and entered into as of December 6, 2005 among:
Contribution Shares. The Contribution Shares issuable pursuant to the purchase price, when issued, will be duly authorized and validly issued, fully paid and non-assessable, will be delivered hereunder free and clear of any Liens, except that such Contribution Shares will be "restricted securities", as such term is defined in the rules and regulations of the SEC promulgated under the Securities Act, and will be subject to restrictions on transfers pursuant to such rules and regulations.
