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.
Merger Shares. The Merger Shares, when paid for and then issued as provided in this Agreement, will be duly authorized and validly issued, fully paid and nonassessable, and will be free of any Liens or encumbrances and of restrictions on transfer, other than restrictions on transfer under applicable state and federal securities laws or the Transaction Documents.
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Merger Shares. The Parent Common Stock comprising the aggregate Per Share Merger Consideration to be issued pursuant to this Agreement shall have been approved for listing on the NYSE, subject only to official notice of issuance thereof and public holder requirements.
Merger Shares. Upon request by the Executive, the Company shall lend to the Executive funds to pay a portion of any income taxes due in connection with the receipt of the Merger Shares, in an amount calculated as set forth in this Section. One third of the Merger Shares granted to the Executive will no longer be subject to divestiture on each of the first three anniversary dates of the Effective Time, with the Executive recognizing gain on each one-third of the Merger Shares as they are vested. In the first three months of each of the three calendar years following such vesting and income recognition (or in December of the year of income recognition if the Executive is required to make estimated tax payments), the Executive may request from the Company, and the Company shall lend to the Executive promptly after such request but in any event no later than April 15th of such year (or the due date of the estimated tax payment, if applicable), a loan in a principal amount not exceeding an amount equal to (a) a percentage equal to the sum of the maximum applicable federal and state rates of taxation times (b) the market value of the Merger Shares, on the date on which such Merger Shares vested, that vested in the prior year (it is assumed that the market value will reflect the income to be recognized). Each such loan shall be evidenced by a promissory note, which shall bear interest, at the rate of ten year Treasury Notes, plus 100 basis points, to be adjusted prospectively to the then current rate quarterly, on the first days of July, October, January and April of each year until such note is paid in full, and in any event such rate shall never be less than the average rate being paid by the Parent for any general corporate (as opposed to deal specific) loans. The unpaid principal amount of each promissory note shall be payable in full on the earlier of the eighth anniversary of the Effective Time, or the date which is sixty (60) days after the Executive's employment is terminated provided that if the Lock-Up Period (as such term is defined in that certain Registration Rights and Lock-Up Agreement effective as of the Effective Time between the Parent and among others, the Executive) has not then expired, within sixty (60) days after expiration of such Lock-Up Period. Of the dividends paid on the Merger Shares during the term of the promissory note, an amount sufficient to pay any income taxes due on such dividends by the Executive may be retained by the Executive with the ba...
Merger Shares. The Merger Shares have been duly authorized and when issued in exchange for the Company Shares 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. 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.
Merger Shares. Subject to Section 2.2, each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.1(b)), shall be converted into the right to receive 0.310352941 shares of the Common Stock, BEF 21.54 fractional value per share, of Buyer for an aggregate of 4,743,434 shares (subject to reduction to account for fractional shares and further adjustment in accordance with Section 2.3) ("Buyer Common Stock") (collectively, the "Merger Shares"). All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Merger Shares of Buyer Common Stock and any cash in lieu of fractional shares of Buyer Common Stock to be issued or paid in consideration therefor upon the surrender of such certificate in accordance with Section 2.2, without interest.
Merger Shares. The shares of Parent Common Stock to be issued pursuant ------------- to the Merger will be duly authorized, validly issued, fully-paid, and non-assessable.
Merger Shares. All Merger Shares will be, when issued in accordance with the terms hereof, voting stock that is duly authorized, validly issued, fully paid and non-assessable, free and clear of any Liens created by Parent (including restrictions on rights of disposition) and not subject to any preemptive rights created by statute, the organizational documents of Parent or any Contract to which Parent is a party or by which it is bound, except as otherwise set forth in or contemplated by this Agreement and the Ancillary Agreements and applicable securities Laws.
Merger Shares. The Merger Shares have been duly authorized and, when issued in connection with the Merger pursuant to the terms hereof, will be validly issued, fully paid and non-assessable, and not subject to any Liens, restrictions of any kind, preemptive rights or any other rights or interests of third parties or any other encumbrances, except for applicable Securities Laws restrictions on transfer, including those imposed by Regulation D under the Securities Act (“Regulation D”) or Section 4(a)((2) of the Securities Act and Rule 144 promulgated under the Securities Act and under applicable “blue sky” state Securities Laws. The offer and sale of the Merger Shares under this Agreement are exempt from the registration requirements of the Securities Act and are in compliance with all federal and state Securities Laws.
