Common use of Purchase Shares Clause in Contracts

Purchase Shares. Upon issuance, the Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of all Encumbrances of any kind whatsoever, including any preemptive rights, rights of first refusal, call options, subscription rights or any similar rights under any provision of applicable Law, the charter documents or bylaws of Parent or any of its Subsidiaries or any Contract to which Parent is a party or otherwise bound and subject to applicable securities Laws. At the Closing, Parent will have sufficient authorized but unissued shares of Parent Capital Stock for Buyer to meet its obligation to cause Parent to deliver the Purchase Shares under this Agreement. Upon consummation of the Transaction, good and valid title to the Purchase Shares will pass to the recipients thereof from Buyer, free and clear of any Encumbrances, other than those arising as a result of the ownership of such Purchase Shares by [the] any recipient thereof or under applicable securities Laws.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Time Warner Inc), Asset Purchase Agreement (Adelphia Communications Corp)

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Purchase Shares. Upon issuance, the Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of all Encumbrances of any kind whatsoever, including any preemptive rights, rights of first refusal, call options, subscription rights or any similar rights under any provision of applicable Law, the charter documents or bylaws of Parent or any of its Subsidiaries or any Contract to which Parent is a party or otherwise bound and subject to applicable securities Laws. At the Closing, Parent will have sufficient authorized but unissued shares of Parent Capital Stock for Buyer to meet its obligation to cause Parent to deliver the Purchase Shares under this Agreement. Upon consummation of the Transaction, good and valid title to the Purchase Shares will pass to the recipients thereof from Buyer, free and clear of any Encumbrances, other than those arising as a result of the ownership of such Purchase Shares by [the] any the]any recipient thereof or under applicable securities Laws.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Time Warner Inc), Asset Purchase Agreement (Adelphia Communications Corp)

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Purchase Shares. Upon issuance, the Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of all Encumbrances of any kind whatsoever, including any preemptive rights, rights of first refusal, call options, subscription rights or any similar rights under any provision of applicable Law, the charter documents or bylaws of Parent or any of its Subsidiaries or any Contract to which Parent is a party or otherwise bound and subject to applicable securities Laws. At the Closing, Parent will have sufficient authorized but unissued shares of Parent Capital Stock for Buyer to meet its obligation to cause Parent to deliver the Purchase Shares under this Agreement. Upon consummation of the Transaction, good and valid title to the Purchase Shares will pass to the recipients thereof from Buyerthereof, free and clear of any Encumbrances, other than those arising as a result of the ownership of such Purchase Shares by [the] any the recipient thereof or under applicable securities Laws.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Adelphia Communications Corp), Asset Purchase Agreement (Time Warner Inc)

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