Parent Common Stock. The Parent Common Stock included in the Stock Consideration has been duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessable.
Appears in 4 contracts
Samples: Asset Purchase Agreement (EnviroStar, Inc.), Asset Purchase Agreement (EnviroStar, Inc.), Asset Purchase Agreement (EnviroStar, Inc.)
Parent Common Stock. The Parent Common Stock included in which constitutes the Stock Consideration Merger Shares has been duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessable.
Appears in 3 contracts
Samples: Merger Agreement (Harmonic Inc), Merger Agreement (Harmonic Inc), Merger Agreement (Ondisplay Inc)
Parent Common Stock. The Parent Common Stock included in which constitutes a portion of the Merger Consideration, including any Parent Common Stock Consideration issuable upon conversion of the Convertible Note Consideration, has been duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessable.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sunedison, Inc.), Agreement and Plan of Merger (Vivint Solar, Inc.)
Parent Common Stock. The Parent Common Stock included in which constitutes the Stock Consideration has been duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessable.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Advent Software Inc /De/), Agreement and Plan of Reorganization (Taleo Corp)
Parent Common Stock. The Parent Common Stock included in which constitutes part of the Stock Purchase Consideration has been duly authorized, and upon consummation of the transactions contemplated by this the Arrangement Agreement, will be validly issued, fully paid and nonassessablenon-assessable.
Appears in 2 contracts
Samples: Voting Support Agreement (Nuance Communications, Inc.), Voting Support Agreement (Zi Corp)
Parent Common Stock. The Parent Common Stock included in which constitutes a portion of the Stock Merger Consideration has been duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessable.
Appears in 2 contracts
Samples: Merger Agreement (Finisar Corp), Agreement and Plan of Reorganization (Fusion-Io, Inc.)
Parent Common Stock. The All of the shares of Parent Common Stock included in the Stock Consideration has to be issued pursuant to this Agreement have been duly authorizedauthorized and, and upon consummation when issued in accordance with the terms of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessable.
Appears in 2 contracts
Samples: Merger Agreement (SCF Iii Lp), Merger Agreement (Tuboscope Vetco International Corp)
Parent Common Stock. The Parent Common Stock included in which constitutes the Stock Merger Consideration has been duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessable.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Mediscience Technology Corp), Merger Agreement (Inferx Corp)
Parent Common Stock. The Parent Common Stock included in the Stock Consideration to be issued as consideration hereunder has been duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessable.
Appears in 1 contract
Parent Common Stock. The shares of Parent Common Stock included in comprising the Aggregate Stock Consideration has been Amount will be duly authorized, and upon consummation of the transactions contemplated by this AgreementAgreement in accordance with the terms hereof, will be validly issued, fully paid and nonassessable.
Appears in 1 contract
Samples: Merger Agreement (Linkedin Corp)
Parent Common Stock. The Parent Common Stock included in that constitutes the Stock Consideration ------------------- Merger Shares has been duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessable.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Lantronix Inc)
Parent Common Stock. The Parent Common Stock included in which constitutes the Aggregate Parent Stock Consideration has been duly authorized, and upon consummation of the transactions contemplated by this AgreementTransaction, will be validly issued, fully paid and nonassessable.
Appears in 1 contract
Parent Common Stock. The Parent Common Stock included in which constitutes part of the Stock Purchase Consideration has been duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessablenon-assessable. There are no statutory or contractual shareholder preemptive rights with respect to the issuance of the Parent Common Stock which constitutes part of the Purchase Consideration.
Appears in 1 contract
Samples: Arrangement Agreement (Nuance Communications, Inc.)
Parent Common Stock. The Parent Common Stock included in which constitutes the Stock Total Adjusted Consideration has been duly authorizedauthorized and, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessable.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Brocade Communications Systems Inc)
Parent Common Stock. The Parent Common Stock included in which constitutes the Stock Equity Consideration has been duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessablenonassessable and not subject to preemptive rights created by statute, the certificate of incorporation, the bylaws, or any Contract to which Parent is a party or by which its assets are bound.
Appears in 1 contract
Parent Common Stock. The Parent Common Stock included in which constitutes the Stock Consideration Merger consideration has been duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessable.
Appears in 1 contract
Parent Common Stock. The Parent Common Stock included that may be issued as the Additional Consideration, when issued in accordance with the Stock terms of this Agreement and the Consideration has been duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be duly authorized, validly issued, fully paid and nonassessablenon-assessable and not subject to any preemptive rights and issued in compliance with all applicable securities laws and all other applicable Laws.
Appears in 1 contract
Samples: Asset Purchase Agreement (Quest Resource Holding Corp)
Parent Common Stock. The Parent Common Stock included in the Stock Merger Consideration has been duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessable.
Appears in 1 contract
Parent Common Stock. The Parent Common Stock included in the Stock Consideration to be issued pursuant ------------------- hereto has been duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessable.
Appears in 1 contract
Samples: Recapitalization and Exchange Offer Agreement (Internet Capital Group Inc)
Parent Common Stock. The Parent Common Stock included in the Closing Stock Consideration has been duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessable.
Appears in 1 contract
Parent Common Stock. The Parent Common Stock included in which constitutes the Stock Equity Consideration has and the Employee Awards have been duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessable.
Appears in 1 contract
