Common use of Ownership of Merger Consideration Clause in Contracts

Ownership of Merger Consideration. All shares of Purchaser Common Stock to be issued and delivered to the Company Stockholders as Merger Consideration in accordance with Article I shall be, upon issuance and delivery of such Purchaser Common Stock, fully paid and non-assessable, free and clear of all Liens, other than restrictions arising from applicable securities Laws, any applicable Lock-Up Agreement, and any Liens incurred by any Company Stockholder, and the issuance and sale of such Purchaser Common Stock pursuant to this Agreement will not be subject to or give rise to any preemptive rights or rights of first refusal.

Appears in 4 contracts

Samples: Merger Agreement (PowerUp Acquisition Corp.), Merger Agreement (PowerUp Acquisition Corp.), Merger Agreement (Semper Paratus Acquisition Corp)

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Ownership of Merger Consideration. All shares of Purchaser Common Stock to be issued and delivered to the Company Stockholders as Merger Consideration in accordance with Article I shall bebe issued in compliance with all applicable securities Laws and, upon issuance and delivery of such Purchaser Common Stock, be fully paid and non-assessable, free and clear of all Liens, other than restrictions arising from applicable securities Laws, any applicable Lock-Up Agreement, Agreement and any Liens incurred by any Company Stockholder, and the issuance and sale of such Purchaser Common Stock pursuant to this Agreement hereto will not be subject to or give rise to any preemptive rights or rights of first refusalrefusal or first offer.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Bull Horn Holdings Corp.), Merger Agreement (Coeptis Therapeutics Inc.)

Ownership of Merger Consideration. All shares of Purchaser Class A Common Stock to be issued and delivered to the Company Stockholders as Merger Consideration in accordance with Article I shall be, upon issuance and delivery of such Purchaser Class A Common Stock, fully paid and non-assessable, free and clear of all Liens, other than restrictions arising from applicable securities Laws, any applicable Lock-Up Agreement, Agreements and any Liens incurred by any Company Stockholderthe Company, and the issuance and sale of such Purchaser Class A Common Stock pursuant to this Agreement hereto will not be subject to or give rise to any preemptive rights or rights of first refusal.

Appears in 1 contract

Samples: Merger Agreement (Kludein I Acquisition Corp)

Ownership of Merger Consideration. All shares of Purchaser Common Stock to be issued and delivered to the Company Stockholders as Merger Consideration in accordance with Article ARTICLE I shall be, upon issuance and delivery of such shares of Purchaser Common Stock, fully paid and non-assessable, free and clear of all Liens, other than restrictions arising from applicable securities Laws, any applicable Lock-Up Agreement, and any Liens incurred by any Company Stockholder, and the issuance and sale of such shares of Purchaser Common Stock pursuant to this Agreement hereto will not be subject to or give rise to any preemptive rights or rights of first refusal.

Appears in 1 contract

Samples: Merger Agreement (FutureTech II Acquisition Corp.)

Ownership of Merger Consideration. All shares of Purchaser Common Stock to be issued and delivered to the Company Stockholders as Merger Consideration in accordance with Article I shall be, upon issuance and delivery of such Purchaser Common Stock, fully paid and non-assessable, free and clear of all Liens, other than restrictions arising from applicable securities Laws, any applicable Lock-Up the Escrow Agreement, and any Liens incurred by any Company Stockholder, and the issuance and sale of such Purchaser Common Stock pursuant to this Agreement hereto will not be subject to or give rise to any preemptive rights or rights of first refusal.

Appears in 1 contract

Samples: Merger Agreement (Biolife Solutions Inc)

Ownership of Merger Consideration. All shares of Purchaser Common Stock to be issued and delivered to the Company Stockholders Shareholders as Merger Consideration in accordance with Article I shall be, upon issuance and delivery of such Purchaser Common Stock, fully paid and non-assessable, free and clear of all Liens, other than restrictions arising from applicable securities Laws, any applicable Lock-Up Agreement, and any Liens incurred by any Company StockholderShareholder, and the issuance and sale of such Purchaser Common Stock pursuant to this Agreement hereto will not be subject to or give rise to any preemptive rights or rights of first refusal.

Appears in 1 contract

Samples: Merger Agreement (Genesis Growth Tech Acquisition Corp.)

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Ownership of Merger Consideration. All shares of Purchaser Common Stock to be issued and delivered to the Company Stockholders as Merger Consideration in accordance with Article I shall be, upon issuance and delivery of such Purchaser Common Stock, fully paid and non-assessable, free and clear of all Liens, other than restrictions arising from applicable securities Laws, any applicable Lock-Up Agreement, the Escrow Agreement, and any Liens incurred by any Company Stockholder, and the issuance and sale of such Purchaser Common Stock pursuant to this Agreement hereto will not be subject to or give rise to any preemptive rights or rights of first refusal.

Appears in 1 contract

Samples: Merger Agreement (Tenzing Acquisition Corp.)

Ownership of Merger Consideration. All shares of Purchaser Common Stock to be issued and delivered to the Company Stockholders as Merger Consideration in accordance with Article I shall be, upon issuance and delivery of such Purchaser Common Stock, fully paid and non-assessable, free and clear of all Liens, other than restrictions arising from applicable securities Laws, any applicable Lock-Up Agreement, and any Liens incurred by any Company Stockholder, and the issuance and sale of such Purchaser Common Stock pursuant to this Agreement hereto will not be subject to or give rise to any preemptive rights or rights of first refusal.

Appears in 1 contract

Samples: Agreement and Plan of Merger (AMCI Acquisition Corp.)

Ownership of Merger Consideration. All shares of Purchaser Common Stock to be issued and delivered to the Company Stockholders as Merger Consideration in accordance with Article I shall be, upon issuance and delivery of such Purchaser Common Stock, fully paid and non-assessable, free and clear of all Liens, other than restrictions arising from applicable securities Laws, any applicable Lock-Up Agreement, Agreement and any Liens incurred by any Company Stockholder, and the issuance and sale of such Purchaser Common Stock pursuant to this Agreement hereto will not be subject to or give rise to any preemptive rights or rights of first refusal.

Appears in 1 contract

Samples: Merger Agreement (Malacca Straits Acquisition Co LTD)

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