Purchaser Shares. Upon issuance, the Purchaser Shares will be duly authorized, validly issued, fully paid and nonassessable, and will not be subject to any option, call, preemptive, subscription or similar rights under any provision of applicable Law, the Organizational Documents of Purchaser or any of its Subsidiaries.
Purchaser Shares. The issuance, transfer, and delivery of the Purchaser Shares hereunder have been duly authorized by all required corporate action on the part of Purchaser, and when issued, transferred, and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, free and clear of all Encumbrances.
Purchaser Shares. The Purchaser Shares to be issued to Target Shareholders pursuant to the Arrangement will be duly and validly issued as fully paid, non-assessable and freely tradable shares in the capital of Purchaser.
Purchaser Shares. The average closing price of the Purchaser Shares, as they are quoted on The Nasdaq National Market ("Nasdaq") during the twenty (20) business days immediately prior to the Closing Date in which at least five thousand (5,000) shares were traded, shall be less than $14.00 per share.
Purchaser Shares. The Consideration Shares to be issued pursuant to the Arrangement have been duly authorized and reserved for issuance and, upon issuance, will be validly issued as fully paid and non-assessable shares in the capital of the Purchaser, will not have been issued in violation of any pre-emptive rights or contractual rights to purchase securities and will be listed for trading on the CSE.
Purchaser Shares. The shares of Newco Common Stock issuable pursuant to Article 1, when issued in accordance with this Agreement, will be duly and validly issued, fully paid, non-assessable, free and clear of any Encumbrance (other than Encumbrances arising under obligations of Great Elm or the Funds (as to which no representation is made) and not issued in contravention of any preemptive rights.
Purchaser Shares upon issuance to the Vendor in accordance with this Agreement, the Purchaser Shares will be validly issued, fully paid and non-assessable shares of the common stock of the Purchaser,
Purchaser Shares. The authorized capital of the Purchaser is set forth in the Purchaser’s Constating Documents. The Purchaser Shares to be issued as the Arrangement Consideration Shares pursuant to the Arrangement have been duly authorized and reserved for issuance and, upon issuance, will be validly issued as fully paid and non-assessable shares in the capital of the Purchaser, will not have been issued in violation of any pre-emptive rights or contractual rights to purchase securities and will be listed and posted for trading on the TSX and listed on the NYSE.
Purchaser Shares. All Purchaser Shares issued pursuant to this Plan of Arrangement shall be deemed to be validly issued and outstanding as fully paid and non-assessable shares.
Purchaser Shares. The Purchaser Shares to be issued and delivered by the Purchaser pursuant to Section 2.2(a) will, when delivered to the Vendor by the Purchaser, be duly authorized and validly issued as fully paid and non-assessable common shares in the capital of the Purchaser.
