Parent Common Shares. Parent hereby represents, warrants and covenants that the Parent Common Shares issuable as described herein will be duly authorized and validly issued as fully paid and non-assessable and shall be free and clear of any lien, claim or encumbrance.
Parent Common Shares. At and after the Effective Time, each Parent Common Share issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock of the Parent and shall not be affected by the Merger.
Parent Common Shares. Each share of Parent Common Shares outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time.
Parent Common Shares. The Parent Common Shares to be issued pursuant to Article IV will, when issued, be duly authorized, validly issued, fully paid and nonassessable and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof. The Parent Common Shares to be issued in the Merger will, when issued, be registered under the Securities Act and the Exchange Act and registered or exempt from registration under any applicable state securities laws.
Parent Common Shares. Hereafter until the Expiration Time, at every meeting of the shareholders of Parent called with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval by written consent of the shareholders of Parent with respect to any of the following matters, the Shareholder shall, or shall cause the holder of record on any applicable record date to (including via proxy), vote 100% of the Parent Common Shares and any New Parent Shares owned by the Shareholder: (i) in favor of the Parent Share Issuance, and (ii) against (a) any Acquisition Proposal for Parent, (b) any action or agreement that would reasonably be expected to result in any condition to the consummation of the Mergers set forth in Article VII of the Merger Agreement not being fulfilled, and (c) any action which could reasonably be expected to impede, interfere with, materially delay, materially postpone or materially adversely affect consummation of the transactions contemplated by the Merger Agreement.
Parent Common Shares. The Parent Common Shares issuable upon conversion of the Target Common Shares upon the completion of the Merger will, when issued and delivered in accordance with this Agreement, be duly authorized, validly issued, fully paid and nonassessable.
Parent Common Shares. The Parent Shares, when issued pursuant to this Agreement, will be duly and validly authorized and issued, fully paid and non-assessable.
Parent Common Shares. The Parent hereby represents and warrants that it has irrevocably reserved for issuance such number of Parent Common Shares as is equal to the number of Exchangeable Shares outstanding at the date hereof and covenants that it will at all times keep available free from pre-emptive and other rights, such number of Parent Common Shares (or other shares or securities into which Parent Common Shares may be reclassified or changed) as is necessary to enable the Parent and Exchangeco to perform their respective obligations pursuant to this Agreement, the Exchangeable Share Provisions and the Support Agreement.
Parent Common Shares. Parent shall use reasonable efforts to -------------------- cause the Parent Company Shares to be authorized for trading on NASDAQ by the Effective Time.
Parent Common Shares. All necessary orders shall have been -------------------- obtained from Canadian securities regulatory authorities in the Reporting Jurisdictions such that the Parent Common Shares to be received by shareholders of the Company under the Articles of Arrangement as described in Section 1.3 are freely tradeable in the Reporting Jurisdictions, subject only to such shareholders not being "control persons" with respect to Parent and to such other usual and customary conditions.
