GRWW Common Stock Sample Clauses

GRWW Common Stock. The GRWW Common Stock to be issued pursuant to the Merger will be, as of the Effective Date, duly authorized, validly issued, fully paid and non-assessable. GRWW and the Subsidiary have furnished or made available to the Company Shareholder a copy of (i) GRWW’s Annual Report on Form 10-KSB for the period ended December 31, 2006; (ii) Buyer’s Quarterly Report on Form 10-QSB for the period ended June 31, 2006; and (iii) all other reports filed by GRWW with the Securities and Exchange Commission (the “SEC”) under the Exchange Act since June 31, 2006 (collectively, the “SEC Reports”). The SEC Reports comply in all material respects with the applicable SEC rules and regulations relating thereto, and, as of the date of this Agreement, no additional filing or amendment to any previous SEC filing is required under such rules and regulations. The SEC Reports do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein not misleading.
Sample 1
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Related to GRWW Common Stock

  • 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.

  • 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 Common Stock “Company Common Stock” shall mean the Common Stock, par value $0.001 per share, of the Company.

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

  • Purchaser Common Stock Each share of common stock, par value $0.001 per share, of the Purchaser (the “Purchaser Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Common Shares 4 Company...................................................................................... 4

  • Buyer Common Stock Except for shares of Buyer Common Stock owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares), which shall be converted into treasury stock of Buyer as contemplated by Section 1.4 hereof, the shares of Buyer Common Stock issued and outstanding immediately prior to the Effective Time shall be unaffected by the Merger and such shares shall remain issued and outstanding.

  • Class A Common Stock Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock having a preference over or the right to participate with the Class A Common Stock with respect to the payment of dividends and other distributions in cash, stock of any corporation or property of the Corporation, the holders of Class A Common Stock shall be entitled to receive ratably, taken together as a single class, in proportion to the number of shares held by each such stockholder such dividends and other distributions as may from time to time be declared by the Board in its discretion out of the assets of the Corporation that are by law available therefor at such times and in such amounts as the Board in its discretion shall determine.

  • Ordinary Shares The Ordinary Shares included in the Units have been duly authorized and, when issued and delivered against payment for the Offered Securities by the Underwriters pursuant to this Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

  • Company Stock The Certificates and stock powers, duly endorsed, transferring the Company Stock to Subsidiary and the officer and director resignations required in Section 4.6;

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