Parent Common Shares Sample Clauses
The 'Parent Common Shares' clause defines the specific class of shares issued by the parent company that are relevant to the agreement. It typically outlines what constitutes a 'Parent Common Share,' such as ordinary shares with standard voting rights and dividend entitlements, and may specify how these shares are to be used in transactions like mergers or acquisitions. This clause ensures clarity regarding which securities are being referenced, thereby preventing misunderstandings or disputes about the type of equity involved in the deal.
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. 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. Assuming the accuracy of the Parent 203 Assumptions, upon issuance, the Parent Common Shares that are issued as Merger Consideration will be duly authorized, validly issued, fully paid and non-assessable, free and clear of preemptive rights and all Liens (other than transfer restrictions (x) arising under applicable securities Laws and (y) that are expressly contemplated by the Stockholders Agreement). Except as contemplated in this Agreement and the Stockholders Agreement, neither Parent nor any Parent Subsidiary is party to any agreement regarding the voting of Parent Shares.
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. 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. As of the date of issuance, if issued, the Parent Common Stock issued in accordance with Section 2.6 hereof will be duly authorized, validly issued, fully paid, nonassessable and free from any restriction on sale or transfer.
Parent Common Shares. (a) Prior to the Effective Time, Merger Sub shall obtain from Parent, and Parent shall transfer to Merger Sub, the Parent Common Shares to be delivered by Merger Sub to the holders of Company Common Stock in the Merger.