Parent Shares Sample Clauses
Parent Shares. (a) The Parent Shares to be issued pursuant to the terms of this Agreement will be issued in a transaction exempt from registration under the Securities Act by reason of Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D and therefore may not be re-offered or resold other than in conformity with the registration requirements of the Securities Act and such other applicable rules and regulations or pursuant to an exemption therefrom. All recipients of such Parent Shares shall be “accredited investors” as such term is defined in Regulation D. The Parent Shares to be issued pursuant to the terms of this Agreement will be “restricted securities” within the meaning of Rule 144 and may not be offered, sold, pledged, assigned or otherwise transferred unless (i) a registration statement with respect thereto is effective under the Securities Act and any applicable state securities laws or (ii) an exemption from such registration exists and Parent receives an opinion of counsel to the holder of such Parent Shares, which counsel and opinion are reasonably satisfactory to Parent, that such Parent Shares may be offered, sold, pledged, assigned or transferred in the manner contemplated without an effective registration statement under the Securities Act or applicable state securities laws. Parent Shares issued pursuant to the terms of this Agreement will bear an appropriate legend and restriction on the books of Parent’s transfer agent to that effect.
(b) The Parent Shares issued by Parent to the Sellers pursuant to the terms of this Agreement shall be reflected in Parent’s books and records in book entry only, and shall be placed in a restrictive class with appropriate notations reflecting the following restrictive legend: “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY U.S. STATE OR OTHER COUNTRY’S SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE OR OTHER COUNTRY’S SECURITIES LAW, OR AN EXEMPTION FROM SUCH REGISTRATION UNDER THE ACT. NO HEDGING TRANSACTIONS MAY BE CONDUCTED WITH RESPECT TO THESE SHARES UNLESS DONE IN COMPLIANCE WITH SAID ACT.”
(c) The Parent Shares to be issued pursuant to this Agreement shall be issued via direct registration with Parent’s transfer agent. No Parent Shares will be issued to any Seller until such Seller shall provide Parent with such Selle...
Parent Shares. All of the Parent Shares issuable in accordance with this Agreement will be, when so issued, duly authorized, validly issued, fully paid and non-assessable and free and clear of any liens (other than those created under federal and state securities laws or the Voting Agreement) and not subject to preemptive or other similar rights of the stockholders of Parent.
Parent Shares. All shares of Parent Common Stock which may be issued pursuant to this Agreement will be, when issued in accordance with the terms of this Agreement for the consideration expressed herein, duly authorized and validly issued, fully paid and nonassessable, and will be free of restrictions on transfer other than restrictions set forth herein, under Parent’s bylaws or under the Securities Act and any other applicable Law.
Parent Shares. All of the Parent Shares issuable in exchange for Shares in the Merger in accordance with this Agreement will be, when so issued, duly authorized, validly issued, fully paid and non-assessable and free of preemptive rights. The issuance of such Parent Shares will be registered under the Securities Act and registered or exempt from registration under applicable state securities laws.
Parent Shares. Upon issuance, the Parent Shares that are issued as Merger Consideration (including any Parent Shares issued as Former Employee Option Consideration and pursuant to any Private Warrant Conditional Exchange Agreement) will be duly authorized, validly issued, fully paid and non-assessable, free and clear of all Liens (other than Permitted Liens).
Parent Shares. Subject only to obtaining the Parent Requisite Vote, the Parent Shares to be issued in the Merger, when issued in accordance with Section 3.01, will be duly and validly issued and fully paid up and subject to no preemptive rights.
Parent Shares. The parties agree that, pursuant to the Confirmation, from and after the Effective Date (as defined below) (i) the Parent Shares will be deemed the “Shares”, the Company shall remain the counterparty to the Confirmation, the Parent will be deemed the issuer of the Shares under the Confirmation and the Equity Definitions and the text opposite the caption “Shares” under the heading “General Terms” in Section 2 of the Confirmation is hereby amended and restated in its entirety to read “The Class A common stock of Globus Medical, Inc., USD 0.001 par value per share (Exchange symbol “GMED”)”, (ii) the text opposite the caption “Exchange” under the heading “General Terms” in Section 2 of the Confirmation is hereby amended and restated in its entirety to read “The New York Stock Exchange” and (iii) references in the Confirmation to the Company in its role as Issuer of the Shares shall be deemed to be references to the Parent.
Parent Shares. Each Parent Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.
Parent Shares. The parties agree that, pursuant to the Confirmation, from and after the Effective Date (as defined below) (i) the Parent Shares will be deemed the “Shares”, the Parent will be deemed the Issuer and the text opposite the caption “Shares” under the heading “General Terms” in Section 2 of the Confirmation is hereby amended and restated in its entirety to read “The Class A common stock of Globus Medical, Inc., USD 0.001 par value per share (Exchange symbol “GMED”)”, (ii) the text opposite the caption “Exchange” under the heading “General Terms” in Section 2 of the Confirmation is hereby amended and restated in its entirety to read “The New York Stock Exchange” and (iii) references in the Confirmation to the Counterparty in its role as Issuer of the Shares shall be deemed to be references to the Parent.
Parent Shares. The term "Parent Shares" shall mean any of the shares of common stock of the Parent.