MERGER STOCK. The Merger Stock has been duly authorized by all necessary corporate action and, when issued and delivered by Provant pursuant to this Agreement, will be validly issued, fully paid and non-assessable.
MERGER STOCK. 7 1.67 Merger Total Consideration...........................7 1.68
MERGER STOCK. Merger Stock" shall mean the shares of DunC Common ------------- Stock outstanding as of the Effective Time.
MERGER STOCK. 2.1(A) MERGER SUB . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
MERGER STOCK. The Unique Common Stock to be issued in the Merger will, when issued and delivered, be duly authorized, validly issued, fully paid, nonassessable shares of Unique Common Stock, free of all claims of preemptive rights.
MERGER STOCK. 22 (c) Power; Due Authorization.................................. 22 (d) SEC Filings............................................... 22 (e) Litigation................................................ 22 (f) Applicable Laws........................................... 22 (g) Brokers................................................... 23 (h) Effect of Agreement....................................... 23 (i) Full Disclosure........................................... 23 (j) Pooling Interests; Tax-Free Reorganization................ 23 (k) Absence of Certain Changes................................ 23
MERGER STOCK. The shares of GenRad common stock to be issued to the Stockholders in connection with the Merger have been duly authorized by all necessary corporate action by GenRad and, when issued and delivered by GenRad pursuant to this Agreement, will be validly issued, fully paid and non-assessable.
MERGER STOCK. 8 Section 4.3 Power, Due Authorization.................................... 8 Section 4.4 No Consents................................................. 8 Section 4.5
MERGER STOCK. The shares of common stock of CBSI to be issued to the shareholders of Claremont in connection with the Merger will have been duly authorized prior to the effective time by all necessary corporate action by CBSI and, when issued and delivered by CBSI pursuant to this Agreement, will be validly issued, fully paid and non-assessable.
MERGER STOCK. Six Million Nine Hundred Eighty Two Thousand Five Hundred Dollars ($6,982,500) of the Merger Consideration shall be paid to the Stockholder and Ion by delivery (i) to the Stockholder of Three Million Sixty Nine Thousand Three Hundred and Seventy Five (3,069,375) shares of GenuTec Common Stock, and (ii) to Ion of Four Hundred Twenty One Thousand Eight Hundred and Seventy Five (421,875) shares of GenuTec Common Stock (collectively, the “Merger Stock”). GenuTec shall guaranty to the Stockholder and Ion, in the manner provided below in Section 2.2 of this Agreement, that the total value of the Merger Stock to be delivered to Stockholder and Ion shall have a fair market value of not less than Six Million Nine Hundred Eighty Two Thousand Five Hundred Dollars ($6,982,500) as at the “Share Valuation Date” (as defined), and the number of shares of Merger Stock shall be subject to post-closing adjustment, as provided below.
