Purchaser Securities. Purchaser Securities" shall have the meaning set forth in Section 2.24 of the Agreement.
Purchaser Securities. The shares of Purchaser Stock deliverable to the Stockholders pursuant to this Agreement will have been duly authorized prior to the Closing, and upon consummation of the transactions contemplated by this Agreement, will be validly issued, fully paid and nonassessable.
Purchaser Securities. At the Effective Time, each share of common stock, par value US$.01 per share, of Purchaser that is outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into and become one validly issued, fully paid and non-assessable share of common stock, par value US$.01 per share, of the Surviving Corporation.
Purchaser Securities. All of the shares of Purchaser Common Stock to be issued pursuant to Section 2.1(b)(ii) hereof and the shares of Purchaser Common Stock issuable upon exercise of the Warrant and payment of the exercise price set forth therein shall be validly issued, fully paid and non-assessable at the time of their issuance. Upon the effective date of a registration statement filed with the SEC for the registration of the Purchaser Securities, the Purchaser Securities shall be freely transferrable by Seller in accordance with the provisions of the Securities Act and Purchaser shall take all actions necessary or advisable (including without limitation to make available information) under the Securities Act or the Securities Exchange Act of 1934 to ensure Seller may transfer such securities freely and without restriction.
Purchaser Securities. None of the Seller or any of its Affiliates beneficially owns, or controls or directs, directly or indirectly, or any combination thereof more than 10% of all of the outstanding securities of the Purchaser.
Purchaser Securities. 23 6.11 Business; Real Property; Material Agreement........................23 6.12 Taxes..............................................................23 6.13 Draft Registration Statement.......................................23
Purchaser Securities. At the Effective Time, on the terms and subject to the conditions set forth herein, each Purchaser Founder Share that is issued and outstanding as of such time shall automatically convert in accordance with the terms of the Purchaser Organizational Documents into one Purchaser Class A Ordinary Share (the “Founder Share Conversion”). All of the Purchaser Founder Shares converted into Purchaser Class A Ordinary Shares shall no longer be outstanding and shall cease to exist, and each holder of such Purchaser Founder Shares shall thereafter cease to have any rights with respect to such securities.
Purchaser Securities. Except as set forth in this Section 4.2 (including, for the avoidance of doubt, under the Purchaser Stock Plans or the Purchase Equity Awards), as of the Capitalization Date, there are (i) no issued and outstanding shares of capital stock of, or other equity or voting interest in, Purchaser; (ii) no outstanding securities of Purchaser or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock of, or other equity or voting interest (including voting debt) in, Purchaser, other than Purchaser’s 0% convertible senior notes due 2025 and Purchaser’s 0% convertible senior notes due 2026; (iii) no outstanding options, warrants or other rights or binding arrangements to acquire from Purchaser or any of its Subsidiaries, or that obligate Purchaser or any of its Subsidiaries to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable or exercisable for shares of capital stock of, or other equity or voting interest (including voting debt) in, Purchaser; (iv) no obligations of Purchaser or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible, exchangeable or exercisable security, or other similar Contract relating to any capital stock of, or other equity or voting interest (including any voting debt) in, Purchaser; and (v) no outstanding restricted shares, restricted share units, stock appreciation rights, 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, Purchaser (the items in clauses (i), (ii), (iii), (iv) and (v), collectively, the “Purchaser Securities”).
Purchaser Securities. Neither the Purchaser nor any of its affiliates nor any Person acting on the Purchaser’s behalf has, directly or indirectly, at any time within the past six months, made any offer or sale of any security or solicitation of any offer to buy any security under circumstances that would cause the offering of the Purchaser Securities pursuant to the transactions contemplated by this Agreement to be integrated with prior offerings by the Purchaser for purposes of any applicable law, regulation or stockholder approval provisions. The Purchaser is not required to register as an “investment company” under the meaning of the Investment Company Act of 1940, as amended. The Purchaser is not a United States real property holding corporation within the meaning of the Foreign Investment in Real Property Tax Act of 1980.
Purchaser Securities. 22 3.3 Company Common Stock........................................................................... 22 3.4 Exchange of Certificates Representing Company Common Stock..................................... 25 3.5 Adjustment of Merger Consideration............................................................. 28 3.6
