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. 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. 2.1(a) Merger Sub..................................................
MERGER STOCK. In accordance with their respective percentages of ownership, the Holders agree to endorse, assign and transfer to XRG and cause their assignees to endorse, assign and transfer to XRG all of their right, title and interest in and to 3,750,000 of the original XRG shares (187,500 shares post split) of common stock that the Holders received (the “Returned Shares”). The Holders shall deliver the certificate(s) representing the Returned Shares, duly endorsed to XRG or accompanied by stock powers duly endorsed to XRG, with each Holder’s signature medallion guaranteed by a national bank. The Holders shall retain the remaining 3,750,000 shares (187,500 post split shares) of XRG common stock originally received by them (the “Retained Shares”), and if at any time hereafter there is not an effective registration statement and prospectus covering all of the registrable securities of XRG and XRG shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of 1933 (as amended) (the “Act”) of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then XRG shall send to each Holder written notice of such determination and, if within fifteen days after receipt of such notice, any such Holder shall so request in writing, XRG shall include in such registration statement all or any part of such registrable securities such Holder requests to be registered subject to customary underwriter cutbacks applicable to all holders of registration rights.
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. Section 4.3
