Parent Common Stock. The Parent Common Stock which constitutes the 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: Agreement and Plan of Merger (Harmonic Inc), Agreement and Plan of Merger (Harmonic Inc), Agreement and Plan of Reorganization (Ondisplay Inc)
Parent Common Stock. The shares of Parent Common Stock which constitutes to be issued pursuant to the Merger Shares has have been duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessablenonassessable and free and clear of all Liens.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Market Leader, Inc.), Agreement and Plan of Merger (On2 Technologies, Inc.)
Parent Common Stock. The shares of Parent Common Stock which constitutes to be issued in connection with the Merger Shares has been duly authorizedMerger, when issued in accordance with the terms and upon consummation provisions of the transactions contemplated by this Agreement, will be duly authorized, validly issued, fully paid and nonassessablenon-assessable and will not be subject to any preemptive or other statutory right of stockholders and will be issued in compliance with applicable United States Federal and state securities laws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Unison Software Inc), Agreement and Plan of Reorganization (Network Associates Inc), Agreement and Plan of Reorganization (Network Associates Inc)
Parent Common Stock. The All of the shares of Parent Common Stock which constitutes the Merger Shares 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: Agreement and Plan of Merger (SCF Iii Lp), Agreement and Plan of Merger (Tuboscope Vetco International Corp)
Parent Common Stock. The shares of Parent Common Stock which constitutes to be issued pursuant to the Merger Shares has have been duly authorized, authorized and upon consummation of the transactions contemplated by this Agreement, Transactions will be validly issued, fully paid and nonassessablenonassessable and free and clear of all Liens.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Asset Acceptance Capital Corp), Agreement and Plan of Merger (Encore Capital Group Inc)
Parent Common Stock. The shares of Parent Common Stock which constitutes the to be issued as Merger Shares has Consideration have been duly authorizedauthorized and, when issued and upon consummation delivered in accordance with the terms of the transactions contemplated by this Agreement, will have been validly issued and will be validly issued, fully paid and nonassessablenonassessable and the issuance thereof is not subject to any preemptive or other similar right.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Photon Dynamics Inc), Agreement and Plan of Merger and Reorganization (Photon Dynamics Inc)
Parent Common Stock. The shares of Parent Common Stock which constitutes the Merger Shares has to be issued pursuant to ARTICLE 2 of this Agreement have been duly authorized, authorized and upon consummation when issued and delivered in accordance with the terms of the transactions contemplated by this Agreement, Agreement will have been validly issued and will be validly issued, fully paid and nonassessablenon-assessable and the issuance thereof is not subject to any preemptive or other similar right.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Google Inc.), Agreement and Plan of Merger (Google Inc.)
Parent Common Stock. The Parent Common Stock which constitutes to be issued pursuant to the Merger Shares and pursuant to the Company Options assumed by Parent has been duly authorizedauthorized and will, and upon consummation of the transactions contemplated by when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessablenon-assessable and will be free of any liens, encumbrances, preemptive rights and rights of first refusal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Planar Systems Inc), Agreement and Plan of Merger And (Network Appliance Inc)
Parent Common Stock. The shares of Parent Common Stock which constitutes to be issued in the Merger Shares has been duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid paid, nonassessable and nonassessablefree of preemptive rights.
Appears in 2 contracts
Samples: Merger Agreement (Dollar Tree Stores Inc), Merger Agreement (Dollar Tree Stores Inc)
Parent Common Stock. The Parent Common Stock which that constitutes the ------------------- 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 shares of Parent Common Stock which constitutes to be issued to Company Stockholders pursuant to the First Step Merger Shares has have been duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessablenon-assessable. All shares of Parent Common Stock which may be issued upon the exercise or vesting of Assumed Equity assumed by Parent hereunder will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Harmonic Inc)
Parent Common Stock. The shares of Parent Common Stock which constitutes the Merger Shares has been duly authorized, and upon consummation of the transactions contemplated by to be issued pursuant to this Agreement, will when issued in accordance with this Agreement, will, assuming the accuracy of the representations contained in Article III and Article IV hereof, be validly issued, fully paid and nonassessablenon-assessable.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Proxim Inc /De/)
Parent Common Stock. The Parent Common Stock which constitutes to be issued pursuant to the Merger Shares has been duly authorizedauthorized and will, and upon consummation of the transactions contemplated by when issued in accordance with this Agreement, will be validly issued, fully paid paid, and nonassessable.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Matria Healthcare Inc)
Parent Common Stock. The Parent Common Stock which that constitutes the ------------------- Merger Shares has been duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessablenonassessable and will be issued in compliance with federal and state securities laws.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Lantronix Inc)
Parent Common Stock. The shares of Parent Common Stock which constitutes to be issued pursuant to the Merger Shares has been will be duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessablenon-assessable and will be of the same class as are currently registered under the Securities Exchange Act of 1934 and as traded on the Nasdaq National Market.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Vitesse Semiconductor Corp)
Parent Common Stock. The shares of Parent Common Stock which constitutes to be issued pursuant to the Merger Shares has have been duly authorized, and upon consummation issuance pursuant to Section 1.6 of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessable.
Appears in 1 contract
Parent Common Stock. The All shares of Parent Common Stock which constitutes to be issued in connection with the Merger Shares has been Mergers will be, when issued in accordance with the terms of this Agreement, duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessablenon-assessable.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Celldex Therapeutics, Inc.)
Parent Common Stock. The shares of Parent Common Stock which constitutes to be issued pursuant to the Merger Shares has been Merger, when issued, will be duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessablenon-assessable.
Appears in 1 contract
Parent Common Stock. The shares of Parent Common Stock which constitutes the Merger Shares has to be issued in connection with this Agreement have been duly authorizedauthorized and, and upon consummation of the transactions contemplated by this Agreementwhen issued at Closing, will be validly issued, fully paid and nonassessable.
Appears in 1 contract
Parent Common Stock. The All shares of Parent Common Stock which constitutes to be issued in connection with the Merger Shares has been will be, when issued in accordance with the terms of this Agreement, 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 Merger (Amicus Therapeutics Inc)
Parent Common Stock. The shares of Parent Common Stock which constitutes to be issued in the Merger Shares has and the transactions contemplated hereby have been duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be are validly issued, fully paid and nonassessablenon-assessable.
Appears in 1 contract
Parent Common Stock. The Parent Common Stock which constitutes to be issued pursuant to the Merger Shares has been will be duly authorized, and upon consummation when the share certificates in respect of such Parent Common Stock are issued in accordance with the transactions contemplated by this Agreementterms hereof, will be validly issued, issued and fully paid and nonassessablepaid.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Silicon Image Inc)
Parent Common Stock. The shares of Parent Common Stock which constitutes to be issued pursuant to the Merger Shares has have been duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessable, and will not be subject to any Lien of any nature except for the escrow provisions provided in Article VIII and any Liens created by any Company Stockholder.
Appears in 1 contract
Parent Common Stock. The shares of Parent Common Stock which constitutes to be issued pursuant to the First Merger Shares has have been duly authorizedauthorized and will, and upon consummation of the transactions contemplated by when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessablenon-assessable.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Sumtotal Systems Inc)
Parent Common Stock. The shares of Parent Common Stock which constitutes to be issued in the Merger Shares has been duly authorized, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid paid, nonassessable and nonassessablefree of pre-emptive rights.
Appears in 1 contract
Parent Common Stock. The Parent Common Stock which constitutes to be issued in the 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