Purchaser Securities Sample Clauses
The 'Purchaser Securities' clause defines the specific securities that the purchaser will receive as part of a transaction. Typically, this clause outlines the type, class, and amount of securities being issued or transferred to the purchaser, such as shares of common stock, preferred stock, or other equity interests. It may also specify any conditions or restrictions attached to these securities, such as transfer limitations or vesting schedules. The core function of this clause is to clearly identify what the purchaser is acquiring, thereby ensuring both parties have a mutual understanding of the transaction's subject matter and reducing the risk of disputes over what is being delivered.
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 $.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 $.01 per share, of the Surviving Corporation.
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. 23 6.11 Business; Real Property; Material Agreement........................23 6.12 Taxes..............................................................23 6.13 Draft Registration Statement.......................................23
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. 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
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. Upon the Closing, the Purchaser Securities to be issued in accordance with Article II shall be (a) duly authorized, and when issued, shall be validly issued, fully paid and nonassessable, (b) issued without violation of any preemptive rights of any third party and (c) free and clear of all Liens (other than any restrictions under the Securities Act and state securities Laws). There are no Contracts to which Purchaser is a party restricting Purchaser’s ability to issue the Purchaser Securities as contemplated under Article II.
Purchaser Securities. 24 6.11 Business; Real Property; Material Agreement....................................................24 6.12