Parent Securities. The shares of Parent Stock deliverable to the Stockholders pursuant to this Agreement will have been duly authorized prior to the Closing, and upon consummation of the Merger in accordance with this Agreement, will be validly issued, fully paid and nonassessable.
Parent Securities. Section 3.2(a) ...................31
Parent Securities. Section 3.2(a)...........24 person......................................Section 7.8(f)...........47
Parent Securities. Except as set forth in Sections 4.6(a) and Section 4.6(b), as of the date of this Agreement, there are no (i) shares of capital stock of, or other equity interest in, Parent that are issued, reserved for issuance or outstanding; (ii) outstanding options, warrants, calls, convertible or exchangeable securities or other rights or binding arrangements that obligate Parent to issue any shares of capital stock or other equity interests in Parent or securities convertible into or exchangeable for such shares or equity interests; and (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights issued by or with the approval of Parent or any of its Subsidiaries that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or other voting securities of, or other ownership interests in, Parent (the items in clauses (i) through (iii), collectively, the “Parent Securities”).
Parent Securities. Each share of Domesticated Parent Common Stock, each Domesticated Parent Right and each Domesticated Parent Unit that is issued and outstanding immediately prior to and at the Effective Time shall remain outstanding immediately following the Effective Time, except to the extent as otherwise provided in the Parent Governing Documents or Rights Agreement (including in respect of automatic conversion of the Domesticated Parent Rights or redemption of the Domesticated Parent Common Stock).
Parent Securities. Section 3.2(a)..................30 Patents................................Section 2.15(a).................19 Payor..................................Section 2.30....................28 Person.................................Section 7.8(f)..................55
Parent Securities. Section 3.2(a) . . . . . . . . . . 23
Parent Securities. 4.2(a) Parent Stockholders' Meeting.........................................................................6.2
Parent Securities. Except as set forth in this Section 4.15, as of the Parent Capitalization Date, there were (i) no issued and outstanding shares of capital stock of, or other equity or voting interest in, Parent; (ii) no outstanding securities of Parent convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, Parent; (iii) no outstanding options, warrants or other rights or binding arrangements to acquire from Parent, or that obligate Parent to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, Parent; (iv) no obligations of Parent to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security, or other similar Contract relating to any capital stock of, or other equity or voting interest (including any voting debt) in, Parent; (v) no outstanding restricted shares, restricted share units, stock appreciation rights, profits interests, profit participation, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other securities or ownership interests in, Parent (the items in clauses (i), (ii), (iii), (iv) and (v), collectively with Parent Common Stock and Parent Preferred Stock, the “Parent Securities”); (vi) voting trusts, proxies or similar arrangements or understandings to which Parent is a party or by which Parent is bound with respect to the voting of any shares of capital stock of, or other equity or voting interest in, Parent; (vii) obligations or binding commitments of any character restricting the transfer of any shares of capital stock of, or other equity or voting interest in, Parent to which Parent is a party or by which it is bound; and (viii) no other obligations by Parent to make any payments based on the price or value of any Parent Securities. Parent is not a party to any Contract that obligates it to repurchase, redeem or otherwise acquire any Parent Securities. There are no accrued and unpaid dividends with respect to any outstanding shares of Parent Class A Common Stock. Parent does not have a stockholder rights plan in effect.
Parent Securities. The shares of Parent Stock deliverable to the Stockholders in the Merger pursuant to this Agreement or issuable upon the exercise or conversion of the warrants and options referred to in the last sentence of Section 4.1 will have been duly authorized prior to the Closing, and upon consummation of the Merger in accordance with this Agreement or the issuance of shares of Parent Stock upon the exercise of such warrants or options in accordance with the terms thereof, will be validly issued, fully paid and nonassessable.
