Parent Common Stock. The shares of Parent Common Stock, when issued ------------------- in the Merger in compliance with this Agreement, will be validly issued, fully paid and nonassessable. Such shares will be issued in compliance with applicable state and federal securities laws.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Ticketmaster Online Citysearch Inc), Agreement and Plan of Reorganization (Ticketmaster Online Citysearch Inc), Agreement and Plan of Reorganization (Ticketmaster Online Citysearch Inc)
Parent Common Stock. The shares of Parent Common Stock, when Stock to be issued ------------------- in the Merger in compliance with this Agreement, will be validly issued, fully paid paid, nonassessable and nonassessable. Such shares will be issued in compliance with applicable state and federal securities lawsfree of preemptive rights.
Appears in 2 contracts
Samples: Merger Agreement (Dollar Tree Stores Inc), Merger Agreement (Dollar Tree Stores Inc)
Parent Common Stock. The shares of Parent Common StockStock to be issued ------------------- pursuant to the Merger and upon exercise of Company Options and Stock Purchase Rights assumed by Parent hereunder will, when issued ------------------- and delivered in the Merger in compliance accordance with this Agreement, will be duly authorized, validly issued, fully paid paid, and nonassessable. Such shares non- assessable; provided, however, that the Parent Common Stock to be issued -------- ------- hereunder will be issued in compliance with subject to restrictions on transfer under applicable federal and state and federal securities laws.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Inktomi Corp), Agreement and Plan of Reorganization (Inktomi Corp)
Parent Common Stock. The shares of Parent Common StockStock to ------------------- be issued in connection with the Merger (including pursuant to the Adjusted Options), when issued ------------------- in accordance with the Merger in compliance with terms and provisions of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable. Such shares non-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 and federal securities laws.
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Parent Common Stock. The shares of Parent Common StockStock that constitutes the ------------------- Merger Shares has been duly authorized, when issued ------------------- in and upon consummation of the Merger in compliance with transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessable. Such shares nonassessable and will be issued in compliance with applicable federal and state and federal securities laws.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Lantronix Inc)
Parent Common Stock. The shares of Parent Common StockStock to be issued ------------------- pursuant to the Merger, when issued ------------------- in the Merger in compliance with this Agreementissued, will be duly authorized, validly issued, fully paid and nonassessable. Such shares will be issued in compliance with applicable state and federal securities lawsnon-assessable.
Appears in 1 contract
Samples: Merger Agreement (Verticalnet Inc)
Parent Common Stock. The shares of Parent Common Stock, when issued in ------------------- in the Merger in compliance with this Agreement, will be validly issued, fully paid and nonassessable. Such shares will be issued in compliance with applicable state and federal securities laws.
Appears in 1 contract
Samples: Merger Agreement (Talk City Inc)
Parent Common Stock. The All shares of Parent Common StockStock to be issued in connection with the Merger will be, when issued ------------------- in accordance with the Merger in compliance with terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable. Such shares will be issued in compliance with applicable state and federal securities laws.
Appears in 1 contract
Parent Common Stock. The shares of Parent Common StockStock to be issued pursuant to the Merger, when issued ------------------- in the Merger in compliance with this Agreementissued, will be duly authorized, validly issued, fully paid and nonassessable. Such shares will be issued in compliance with applicable state and federal securities lawsnon-assessable.
Appears in 1 contract
Samples: Merger Agreement (Verticalnet Inc)
Parent Common Stock. The All shares of Parent Common StockStock to be issued in connection with the Mergers will be, when issued ------------------- in accordance with the Merger in compliance with terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable. Such shares will be issued in compliance with applicable state and federal securities lawsnon-assessable.
Appears in 1 contract
Parent Common Stock. The shares of Parent Common Stock, when issued ------------------- in the Merger in compliance with this Agreement, will be validly issued, fully paid and nonassessable. Such shares will be issued in compliance with applicable state and federal securities laws.
Appears in 1 contract
Parent Common Stock. The shares of Parent Common Stock, when Stock to be issued ------------------- in the Merger in compliance with this Agreement, will be validly issued, fully paid paid, nonassessable and nonassessable. Such shares will be issued in compliance with applicable state and federal securities lawsfree of pre-emptive rights.
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Parent Common Stock. The shares of Parent Common Stock, when Stock to be issued ------------------- in the Merger in compliance with this Agreementand the transactions contemplated hereby have been duly authorized, will be and are validly issued, fully paid and nonassessable. Such shares will be issued in compliance with applicable state and federal securities lawsnon-assessable.
Appears in 1 contract
Samples: Merger Agreement (Solta Medical Inc)
Parent Common Stock. The shares of Parent Common StockStock to be issued pursuant to the First Merger have been duly authorized and will, when issued ------------------- in the Merger in compliance accordance with this Agreement, will be validly issued, fully paid and nonassessable. Such shares will be issued in compliance with applicable state and federal securities lawsnon-assessable.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Sumtotal Systems Inc)
Parent Common Stock. The shares of Parent Common StockStock will, when issued ------------------- and delivered in the Merger in compliance accordance with this Agreement, will be duly authorized, validly issued, fully paid and nonassessable. Such shares will be issued in compliance with applicable state and federal securities laws.
Appears in 1 contract
Parent Common Stock. The shares of Parent Common Stock, when issued ------------------- in the Merger in compliance with this Agreement, will be (i) validly issued, fully paid and nonassessable. Such shares will be , (ii) issued in compliance with applicable state and federal securities lawslaws and (iii) shall constitute an exempt security under Section 3(a)10 of the Securities Act of 1933.
Appears in 1 contract
Samples: Merger Agreement (Ednet Inc)