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. 8 Exhibit.............................................6
Exchanged Shares. Each of the Exchanged Shares has been duly authorized, validly issued and is fully paid and nonassessable. All of the Exchanged Shares will be issued in compliance with applicable Laws.
Exchanged Shares. AT&T shall have surrendered or caused to be ---------------- surrendered the stock certificate or certificates representing the Exchanged Shares described in Section 1.1.
Exchanged Shares. All of the shares of Common Stock, par value $.01 per share, of Apex (the "Apex Common Stock") issued and outstanding immediately prior to the Effective Time (other than shares of Apex Common Stock, if any, to be canceled under Section 2.1(c)), shall be converted into the right to receive the number (the "Exchanged Shares") of validly issued, fully paid and nonassessable shares of Common Stock, par value $.01 per share, of Fairfield (the "Fairfield Common Stock") as determined pursuant to the following sentence. If on the second business day immediately preceding the Closing Date the closing sale price per share of Fairfield Common Stock ("Closing Price Per Share") as reported in the New York Stock Exchange Composite Transaction Tape is:
(i) less than $24 per share, the total number of shares of Fairfield Common Stock included in the Exchanged Shares shall be equal to $5,400,000 divided by the Closing Price Per Share;
(ii) at least $24 per share but not more than $30 per share, the total number of shares of Fairfield Common Stock included in the Exchanged Shares shall be 225,000 shares of Fairfield Common Stock; or
(iii) more than $30 per share, the total number of shares of Fairfield Common Stock included in the Exchanged Shares shall be equal to $6,750,000 divided by the Closing Price Per Share. In each case, the number of Exchanged Shares shall be rounded to the nearest whole share. If, subsequent to the date hereof and prior to the Effective Time, Fairfield should split, reclassify or combine the shares of Fairfield Common Stock, or pay a stock dividend or other stock distribution in Fairfield Common Stock, or otherwise change or convert the Fairfield Common Stock into any other securities, or make any other dividend or distribution on the Fairfield Common Stock (other than normal cash dividends), or if a record date with respect to any of the foregoing shall have been set, then the Exchanged Shares will be appropriately adjusted to reflect such split, reclassification, combination, dividend or other distribution or change.
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.
Exchanged Shares. The Company will have delivered to the Stockholder certificates in definitive form representing the number of Exchanged Shares set forth on Exhibit A registered in the name of the Stockholder.
