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. 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. 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. 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. 24 6.11 Business; Real Property; Material Agreement....................................................24 6.12
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. 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. 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. 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.
