ISI SHARES Sample Clauses

ISI SHARES. Each share of the common stock, $0.01 par value per share, of ISI (the "ISI Shares") issued and outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger, automatically and without any action on the part of the holder thereof, become and be converted as follows: (a) into 0.6656917 shares of common stock, $0.001 par value per share, of Agency (the "AGENCY SHARES"), with respect to shares held by a shareholder who prior to the conversion owned less than 50% of the issued and outstanding ISI Shares; and (b) into 0.3049626 Agency Shares and 0.3607291 warrants to purchase Agency Shares, such warrants to be evidenced by a warrant substantially in the form of EXHIBIT A hereto, with respect to shares held by a shareholder who prior to the conversion owned more than 50% of the issued and outstanding ISI Shares.
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ISI SHARES. Each IS1 Share issued and outstanding immediately prior to the Effective Time of the Merger shall, at the Effective Time, continue to be issued and outstanding, be unchanged and remain as one fully paid and non-assessable share of common stock, $0.001 par value per share, of ISI.
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ISI SHARES. The ISI Shares to be delivered to the shareholders of Quadris pursuant to this Agreement have been duly authorized for issuance by all requisite corporate action by ISI, and when delivered as provided herein, will be validly issued and outstanding ISI Shares, fully paid and non-assessable, and will not be subject to preemptive rights of any Person.
Sample 1
ISI SHARES. Xxxxx owns beneficially and of record all of the ISI Shares free and clear of any Liens. The authorized and issued capital stock of ISI is as set forth on SCHEDULE 3.5(B). The ISI Shares have been duly authorized and validly issued, are fully paid and nonassessable and are the only issued and outstanding shares of capital stock of ISI. There are no preemptive or similar rights on the part of any holders of any class of securities of ISI. There are no subscriptions, options, warrants, conversion or other rights, agreements, commitments, arrangements or understandings of any kind obligating ISI or any other Person, contingently or otherwise, to issue or sell, or cause to be issued or sold, any shares of capital stock of ISI, or any securities convertible into or exchangeable for any such shares, and no authorization therefor has been given. There are no outstanding contractual or other rights or obligations to or of ISI or any other Person to repurchase, redeem or otherwise acquire any outstanding shares or other equity interests of ISI.
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Related to ISI SHARES

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Purchaser Shares The issuance, transfer, and delivery of the Purchaser Shares hereunder have been duly authorized by all required corporate action on the part of Purchaser, and when issued, transferred, and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, free and clear of all Encumbrances.

  • Merger Shares The Merger Shares have been duly authorized and, when issued in consideration for the conversion of the Company Shares, as a result of the Merger and pursuant to the terms hereof, will be validly issued, fully paid and non-assessable, and not subject to any liens, pledges, charges, encumbrances, restrictions of any kind, preemptive rights or any other rights or interests of third parties or any other encumbrances, except for applicable securities law restrictions on transfer, including those imposed by Regulation D or Section 4(2) of the Securities Act and Rule 144 promulgated under the Securities Act and under applicable “blue sky” state securities laws. Assuming that all of the holders of Company Shares are “accredited investors,” as such term is defined in Regulation D promulgated under the Securities Act, and that all such Persons have complied with all of the terms and conditions of this Agreement, the offer and sale of the Merger Shares under this Agreement will be exempt from the registration requirements of the Securities Act and in compliance with all federal and state securities laws.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

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

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • The Shares The Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights.

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

  • New Shares Stockholder agrees that any shares of Company Capital Stock that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership after the date of this Agreement and prior to the Expiration Date (“New Shares”) shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.

  • Equity Shares Transferable shares of beneficial interest of the Corporation of any class or series, including common shares or preferred shares.

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