PSC Common Stock Sample Clauses

PSC Common Stock. Parent owns, beneficially and of record, all of the issued and outstanding shares of Common Stock of PSC, free and clear of all liens and encumbrances. Parent has taken all such actions as may be required in its capacity as the sole shareholder of PSC to approve this transaction.
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PSC Common Stock. The PSC Common Stock issuable upon the conversion of the PIK Loans (i) has been set aside, reserved and allotted for issuance, (ii) has been authorized for issuance to the holders of the PIK Loans from time to time and (iii) upon issuance in accordance with the terms of the PIK Loans, shall be validly issued as fully paid and non-assessable. At all times that any Principal Amount remains outstanding under any PIK Loan, the Borrower shall use its best efforts to ensure that (i) the PSC Common Stock is listed and posted for trading on a national securities exchange registered under the Securities Exchange Act of 1934, as amended (a "National Securities Exchange") or the Nasdaq Stock Market ("Nasdaq"), (ii) the Borrower, from and after the Closing Date, will be and thereafter remain a reporting company under the Securities Exchange Act of 1934, as amended, and in each jurisdiction in which it is a reporting issuer, will remain a reporting issuer in good standing under all other Applicable Securities Legislation, and, in each case, shall timely make all filings thereunder, (iii) the PSC Common Stock to be issued on conversion of any PIK Loan will be Freely Tradeable, and (iv) at the relevant times and on exercise of the relevant conversion rights, promptly, diligently and in good faith comply and take all measures and actions necessary to comply at all times with Section 1.07.
Sample 1

Related to PSC Common Stock

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Company Common Stock “Company Common Stock” shall mean the Common Stock, par value $0.001 per share, of the Company.

  • Parent Common Stock At and after the Effective Time, each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock of the Surviving Corporation and shall not be affected by the Merger.

  • Common Stock 1 Company........................................................................1

  • Common Shares 4 Company...................................................................................... 4

  • Buyer Common Stock The shares of Buyer Common Stock issuable pursuant hereto, when issued by Buyer in accordance with this Agreement, will be duly issued, fully paid, and non-assessable.

  • Purchaser Common Stock Each share of common stock, par value $0.001 per share, of the Purchaser (the “Purchaser Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Ordinary Shares The Ordinary Shares included in the Units have been duly authorized and, when issued and delivered against payment for the Offered Securities by the Underwriters pursuant to this Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

  • Conversion of Company Common Stock At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any of the following securities: (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b) and Dissenting Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”); (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a); and (d) Each share of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

  • Shares of Common Stock The Company shall have duly reserved the number of Underlying Shares required by this Agreement and the Transaction Documents to be reserved for issuance upon conversion of the Debentures and the exercise of the Warrants;

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