Issuance of Merger Consideration. The issuance of the TCM Common Stock pursuant to the Merger has been duly authorized by all necessary corporate action and, when issued in accordance with the terms of this Agreement and the instruments pursuant to which they are issuable, such shares of TCM Common Stock will be duly authorized and validly issued, fully paid and non-assessable.
Issuance of Merger Consideration. In consideration of the issuance to Parent by the Surviving Corporation of shares of common stock of the Surviving Corporation pursuant to SECTION 2.1(a) hereof, Parent shall issue to the depositary for the Parent ADSs such number of Parent Ordinary Shares as is equal to the number of Shares outstanding immediately prior to the Effective Time multiplied by the Exchange Ratio under the Deposit Agreement to permit the issuance of Parent ADSs.
Issuance of Merger Consideration. The issuance and delivery of the Warrants and Parent Common Stock as part of the Merger Consideration in accordance with this Agreement shall be, at or prior to the Effective Time, duly authorized by all corporate action on the part of Parent, and when issued at the Effective Time as contemplated hereby, such shares of Parent Common Stock will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Parent. The Parent has reserved from its duly authorized capital the maximum number of shares of Parent Common Stock issuable pursuant to this Agreement.
Issuance of Merger Consideration. (a) Subject to the provisions of Section 2.7, at the Effective Time, ICC shall issue and deliver, upon surrender by a Company Shareholder of one or more certificates ("Old Certificates") representing Company Common Stock for cancellation, to a holder that surrenders Old Certificates representing Company Common Stock, one or more certificates ("New Certificates"), registered in the name of such holder, for a number of shares of ICC Common Stock equal to the number of shares of ICC Common Stock into which the number of shares of Company Common Stock represented by the Old Certificates has been converted pursuant to the provisions of Section 2.7(a)(i). As soon as practicable after the Resale Registration Statement Effective Day, ICC will issue a certificate to each such holder for any additional shares required by the adjustment provided for in Section 2.7(a)(ii). If more than one stock certificate representing Company Common Stock shall be surrendered for the account of the same holder, the number of whole shares of ICC Common Stock for which such certificates shall be exchanged pursuant to this Section 2.8 shall be computed on the basis of the aggregate number of Company Common Stock evidenced by all such certificates.
(b) No dividends or other distributions declared on shares of ICC Common Stock that are to be represented by New Certificates shall be paid to any Person otherwise entitled to receive the same until Old Certificates have been surrendered in exchange for such New Certificates in the manner herein provided, and upon such surrender such dividends or other distributions shall be paid to such Persons in accordance with their terms. In no event shall the Persons entitled to receive such dividends or other distributions be entitled to receive interest on such dividends or other distributions.
(c) ICC shall pay any transfer taxes in connection with the exchange of Old Certificates for New Certificates, except that if any New Certificate is to be issued in a name other than that in which the Old Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the Person requesting such exchange shall pay to ICC any transfer or other taxes required by reason of the issuance of the New Certificate in a name other than the registered holder of such Old Certificate, or shall establish to the satisfaction of ICC that such tax has been paid or is not applicable.
(d) If any Old Certificate shall have been lost, stolen...
Issuance of Merger Consideration. (a) Prior to the Effective Time, the Purchaser shall appoint its transfer agent, Continental Stock Transfer & Trust Company, or another agent reasonably acceptable to the Company (the “Transfer Agent”), for the purpose of issuing the Purchaser Class A Common Stock issuable as the Merger Consideration. At or prior to the Effective Time, the Purchaser shall instruct the Transfer Agent to issue the Purchaser Class A Common Stock representing the Merger Consideration to issue such shares in accordance with written instructions from the Company. All stock certificate representing Company Common Stock prior to the Recapitalization shall be cancelled and the Company shall instruct the Transfer Agent to issue to the Company’s stockholders such number of shares of Purchaser Class A Common Stock as are issuable pursuant to this Section 1, such shares shall be issued on a book entry basis, and the Transfer Agent shall provide to each Company Stockholder advise as to the number of shares owned by such Company Stockholder and any legends relating to such shares.
(b) Each Company Stockholder, including stockholders who converted convertible debt pursuant to the Recapitalization, shall be entitled to receive its pro rata share, based upon the Conversion Ratio, of the Merger Consideration as provided in this Section 1 as soon as reasonably practicable after the Effective Time. It shall be a condition to the obligation of the Company to have the shares of Purchaser Class A Common Stock issued to any Company stockholder that such stockholder shall have executed any lock-up required of such stockholder.
(c) If any portion of the Merger Consideration is to be delivered or issued to a Person other than the Person in whose name the Company Common Stock is registered, it shall be a condition to the issuance of such shares of Purchaser Class A Common Stock that (i) the transfer of such Company Stock shall have been permitted in accordance with the terms of the Company’s Organizational Documents and any stockholders agreement with respect to the Company, each as in effect immediately prior to the Effective Time, (ii) such Company stock certificate shall be properly endorsed or shall otherwise be in proper form for transfer and, (iii) the recipient of such portion of the Merger Consideration, or the Person in whose name such portion of the Merger Consideration is delivered or issued, shall have already executed and delivered, if such Person is an officer, director or a Significant ...
Issuance of Merger Consideration. Upon surrender of a stock certificate representing shares of Company Common Stock to the Parent following the Effective Time, the holder of such shares shall be entitled to receive immediately in exchange therefore, the Merger Consideration for each share of Company Common Stock represented by such stock certificate.
Issuance of Merger Consideration. (i) Each share of the Capital Stock of the Company issued and outstanding immediately prior to the Effective Time, excluding any treasury shares and shares to be canceled pursuant to this Agreement (collectively, the "Company Shares"), shall be converted at the Effective Time, subject to the Share Combination to occur prior to the issuance of the Merger Consideration, into the right to receive 0.001919 shares (as may be adjusted from time to time based upon the actual number of fractional shares of Base Ten Common Stock repurchased by Base Ten as a result of the Share Combination; the "Exchange Ratio") of Base Ten Class A Common Stock (the "Merger Consideration"). Each certificate representing the Merger Consideration shall be stamped or otherwise imprinted with a restrictive legend indicating that the shares represented by such certificate have not been registered under the Securities Act and are not transferable unless subject to registration or an exemption therefrom, as set forth in an Opinion of Counsel acceptable to Base Ten. At the Effective Time, stockholders of the Company immediately prior to the Effective Time will own approximately 73.25% of the post merger outstanding shares of Base Ten and stockholders of Base Ten immediately prior to the Effective Time will own approximately 26.75% of the post merger outstanding shares of Base Ten, subject to the Share Combination All shares of Capital Stock of the Company owned directly or indirectly by the Company shall be canceled and retired and shall cease to exist and no capital stock of Base Ten, cash or other consideration shall be paid or delivered in exchange therefor.
Issuance of Merger Consideration. (a) Subject to the provisions of this Section 2.4(a), at or as soon as practicable after the Effective Time of the Merger, Access One shall issue and deliver, upon surrender by an OmniCall Shareholder of one or more certificates ("Old Certificates") representing OmniCall Common Stock for cancellation, to a holder that surrenders Old Certificates, one or more certificates ("New Certificates"), registered in the name of such holder, for the appropriate number of shares of Access One Common Stock based on the Conversion Ratio.
(b) No dividends or other distributions declared on shares of Access One Common Stock that are to be represented by New Certificates shall be paid to any Person otherwise entitled to receive the same until Old Certificates have been surrendered in exchange for such New Certificates in the manner herein provided, and upon such surrender such dividends or other distributions shall be paid to such Persons in accordance with their terms. In no event shall the Persons entitled to receive such dividends or other distributions be entitled to receive interest on such dividends or other distributions.
(c) Access One shall pay any transfer taxes in connection with the exchange of Old Certificates for New Certificates, except that if any New Certificate is to be issued in a name other than that in which the Old Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the Person requesting such exchange shall pay to Access One any transfer or other taxes required by reason of the issuance of the New Certificate in a name other than the registered holder of such Old Certificate, or shall establish to the satisfaction of Access One that such tax has been paid or is not applicable.
Issuance of Merger Consideration. The Buyer Common Stock and Buyer Preferred Stock to be paid to the shareholders of the Company pursuant to this Agreement have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and will not be issued in violation of any preemptive rights, rights of first refusal or similar rights. The Buyer Common Stock issuable upon conversion of the Buyer Preferred Stock has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Certificate of Designation will be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer, other than restrictions under this Agreement and the Stockholders' Agreement (as defined in Section 6.01(f)) and under applicable Securities Laws.
Issuance of Merger Consideration. (a) As soon as practicable after the Effective Time, Stake shall cause to be issued certificates for the Merger Shares and the Warrants registered in the names of the holders of record of the NFD Shares outstanding immediately prior to the Effective Time. The certificates and warrants will include legends indicating they are "restricted securities" as that term is defined under Rule 144 adopted under the Securities Act as such Merger Consideration will be issued pursuant to exceptions for registration under the Securities Act and applicable registration requirements under state law.
(b) The certificates for the Merger Shares and the Warrants will be delivered to the holders of record of the NFD Shares outstanding immediately prior to the Effective Time against delivery by such holders to Stake of: (i) the certificate representing the NFD Shares owned by such holder, and (ii) a Non-Distribution Agreement in the form of Exhibit 3.4.
(c) All shares of Stake Common Stock and Warrants issued upon the surrender for exchange of the NFD Shares in accordance with the terms of this Article 3 shall be deemed to have been issued in full satisfaction of all rights pertaining to such NFD Shares.
(d) If any certificate for NFD Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and supplying such bond of indemnity to Stake against any claim that may be made against it with respect to such certificate, Stake will cause to be issued in exchange for such lost, stolen or destroyed certificate the Merger Shares and Warrants, deliverable in respect thereof, pursuant to this Agreement.
