Holdings Common Stock. All issued and outstanding shares of --------------------- Holdings Common Stock have been duly and validly issued, fully paid and nonassessable. Except as provided in the Stockholders Agreement, no stockholder of Holdings has or will have any preemptive rights to subscribe for any additional equity Securities of Holdings. Any issuance and sale of Holdings Common Stock, upon such issuance and sale, will either (a) have been registered or qualified under applicable federal and state securities laws or (b) be exempt therefrom.
Holdings Common Stock. Holdings Common Stock issued on the --------------------- Closing Date after giving effect to the Merger, when issued and delivered, will be duly and validly issued, fully paid and nonassessable. The issuance and sale of such Holdings Common Stock, upon such issuance and sale, will either (a) have been registered or qualified under applicable federal and state securities laws or (b) be exempt therefrom.
Holdings Common Stock. At the Effective Time, automatically by virtue --------------------- of the Merger and without any further action by any of the parties hereto or any other person, each share of Holdings Common Stock issued and outstanding and held by the Company immediately prior to the Effective Time shall be cancelled and cease to be issued or outstanding.
Holdings Common Stock. The term “Holdings Common Stock” means the common stock of Holdings.
Holdings Common Stock. (a) Sellers are acquiring Holdings Common Stock for their own account, for investment purposes only and not with a view to resale or any other distribution thereof, in whole or in part. Sellers acknowledge and agree that they may not assign, sell, hypothecate or otherwise transfer the Holdings Common Stock unless (i) (A) a registration statement is in effect under the Securities Act with respect to such Holdings Common Stock or (B) a
(b) Sellers acknowledge, agree and are aware that (i) an investment in the Holdings Common Stock involves a high degree of risk and that Sellers may lose the entire amount of their investment; (ii) no United States federal or state or any foreign agency has passed upon the accuracy, validity or completeness of this Agreement or made any finding or determination as to the fairness of an investment in the Holdings Common Stock; (iii) the Holdings Common Stock is illiquid, and Sellers must bear the economic risk of investment in the Holdings Common Stock for an indefinite period of time; (iv) this Agreement and the Stockholders Agreement contain substantial restrictions on the transferability of the Holdings Common Stock; (v) there is no existing public or other market for the Holdings Common Stock there can be no assurance that the Sellers will be able to sell or dispose of their Holdings Common Stock; (vi) the Holdings Common Stock has not been registered under the Securities Act or under the securities laws of any other jurisdiction, including the states of the United States, and Holdings is under no obligation to register or qualify the Holdings Common Stock or any of its securities for resale by Sellers or assist Sellers in complying with any exemption under the Securities Act or the securities laws of any such jurisdiction or any other jurisdiction, except as provided in the Registration Rights Agreement; (vii) an offer or sale of Holdings Common Stock by Sellers in the absence of registration under the Securities Act will require the availability of an exemption thereunder; (viii) a restrictive legend in substantially the form set forth in Section 8.7(a) hereof shall be placed on the certificates representing the Holdings Common Stock; and (ix) a notation shall be made in the appropriate records of Holdings indicating that such Holdings Common Stock are subject to restrictions on transfer.
(c) Each Seller qualifies as an "accredited investor" within the meaning of Rule 501 under the Securities Act.
(d) Sellers acknowledge ...
Holdings Common Stock. Each share of Holdings Common Stock that is owned by the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist.
Holdings Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of EPC Holdings Common Stock issued and outstanding immediately prior to the Merger shall be canceled and shall cease to exist without payment of any consideration therefor.
Holdings Common Stock. Holdings Common Stock" means the common stock of Holdings, par value $0.01 per share.
Holdings Common Stock. The issuance of the shares of Holdings Common Stock pursuant hereto has been duly authorized by Holdings and, at closing, the shares of Holdings Common Stock to be delivered to Sellers pursuant hereto will be validly issued, fully paid and nonassessable. The issuance and delivery of the Holdings Common Stock is intended to be exempt from the provisions of Section 5 of the Securities Act. Neither Holdings, Buyer nor anyone acting on their behalf has taken any action with respect to the Holdings Common Stock or any securities similar to the Holdings Common Stock, or otherwise, that would cause the issuance and delivery of the Holdings Common Stock pursuant hereto not to be exempt from the provisions of Section 5 of the Securities Act or would require the registration of the issuance and delivery of such shares pursuant to this Agreement under the Securities Act or would violate any applicable state securities or blue sky laws.
Holdings Common Stock. The Holdings Common Stock to be sold on or before the Closing Date, when issued and delivered, will be duly and validly issued, fully paid and nonassessable. Except as set forth on SCHEDULE 5.1 annexed hereto, no stockholder of Holdings has or will have any preemptive rights to subscribe for any additional equity Securities of Holdings. The issuance and sale of such Holdings Common Stock, upon such issuance and sale, will either (a) have been registered or qualified under applicable federal and state securities laws or (b) be exempt therefrom.
