Exchanged Shares Clause Samples

Exchanged Shares. On or before the Closing, the Exchanged Shares ---------------- will have been duly authorized and validly issued, and upon the consummation of the transactions contemplated hereby, will be fully paid and nonassessable, free and clear of all Liens and restrictions, other than Liens that might have been created by Fargo and restrictions imposed by this Agreement and applicable law.

Exchanged Shares. Such Holder holds of record and owns beneficially (i) the number and type of shares of Old Preferred Stock set forth opposite such Holder’s name on Schedule 1.1 (if any), free and clear of any Liens, (ii) the options to purchase the number of shares of Old Common Stock set forth opposite such Holder’s name on Schedule 1.2 (if any), free and clear of any Liens, (iii) the number and type of shares of Old Common Stock and Old Preferred Stock set forth opposite such Holder’s name on Schedule 1.3 (if any), free and clear of any Liens, (iv) Warrants to purchase shares of Old Common Stock or Old Preferred Stock set forth opposite such Holder’s name on Schedule 1.3 (if any); and (v) the number of shares of Old Common Stock set forth opposite such Holder’s name on Schedule 1.4 (if any), free and clear of any Liens. Except for the Prior Agreements, such Holder is not a party to any option (other than the options set forth on Schedule 1.2), warrant, purchase right, or other Contract or commitment that could require such Holder to sell, transfer, or otherwise dispose of any of the securities of the Company held by such Holder. Except for the Prior Agreements, such Holder is not a party to any voting trust, proxy, or other Contract with respect to the voting of any of the securities of the Company held by such Holder. Except for the representations and warranties set forth in this Section 2.1, such Holder makes no representations or warranties, written or oral, statutory, express or implied, with respect to such Holder.

Exchanged Shares. The Exchanged Shares and the Topco Aggregator Units, when issued to the Stockholder pursuant to the Rollover, will be duly authorized, validly issued and outstanding, fully paid and non-assessable, and issued free and clear of any Liens, other than those created by governance documents of Topco or Topco Aggregator, as applicable, or arising under applicable securities Laws.

Exchanged Shares. Subject to the terms and conditions herein stated, GDT shareholders agree at the Closing to exchange with full title guarantee, transfer, assign and deliver to KET its shares of GDT, and KET agrees to issue its shares free and clear of any and all liens to acquire from the GDT Shareholders, the Shares of GDT.

Exchanged Shares. EXCHANGED SHARES" means all shares of River Oaks Common Stock other than (i) shares of River Oaks Common Stock, if any, owned by River Oaks as treasury stock, (ii) Qualifying Shares in an aggregate number not exceeding that provided by Section 3.1(c), and (iii) shares of River Oaks Common Stock held by Dissenters. Each issued and outstanding Exchanged Share will be converted into the right to receive that number of fully paid and non-assessable shares of HMA Common Stock which results from dividing (A) $79.285 by (B0 the Market Price (such number of fully paid and non-assessable shares of HMA Common Stock per Exchanged Share being called the "MERGER CONSIDERATION"), payable to the Record Holders of Exchanged Shares at the Effective Time. In the event of any stock dividend, subdivision, reclassification, recapitalization, combination, exchange of shares or the like affecting shares of HMA Common Stock between the date of this Agreement and the Effective Time, the Merger Consideration will be appropriately adjusted so that each Record Holder will receive in the Merger for his Exchanged Shares the amount of HMA Common Stock he would have been entitled to receive if the Effective Time had been immediately prior to such event. As of the Effective Time, and except as otherwise provided by Sections 3.2(a), 3.2(c) and 3.2(e), all shares of River Oaks Common Stock will no longer be outstanding and will automatically be cancelled and retired and will cease to exist, and each holder of a certificate representing any such shares will cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor, without interest, upon the surrender of such certificate in accordance with Section 3.3.

Exchanged Shares. Upon issuance in compliance with the provisions of this Agreement, the Schick Shares will be validly issued, fully paid, and nonassessabl▇, ▇▇▇ will be free and clear of any Liens.

Exchanged Shares. 12 2.24 Disclosure.........................................................13

Exchanged Shares. 8 Exhibit.............................................6

Exchanged Shares. (a) Such Exchanging Shareholder owns legally and beneficially all Shuttle Shares set forth opposite such Exchanging Shareholder's name under Schedule 1 to this Agreement; and (b) Such Exchanging Shareholder has good and marketable title to such Shuttle Shares free and clear of all liens, claims, third party rights (including rights of pre-emption), security interests, charges, options, or other encumbrances of any kind.