Qualification of ParentCo Common Shares Sample Clauses

Qualification of ParentCo Common Shares. If any ParentCo Common Shares (or other shares or securities into which ParentCo Common Shares may be reclassified or changed as contemplated by section 2.7 hereof) to be issued and delivered hereunder require registration or qualification with or approval of or the filing of any document including any prospectus or similar document or the taking of any proceeding with or the obtaining of any order, ruling or consent from any governmental or regulatory authority under any securities or other law or regulation or pursuant to the rules and regulations of any securities or other regulatory authority or the fulfillment of any other legal requirement before such shares (or such other shares or securities) may be issued by ParentCo and delivered by ParentCo at the direction of LuxCo to the holder of surrendered LuxCo Exchangeable Preferred Shares, ParentCo, will in good faith expeditiously take all such actions and do all such things as are necessary or desirable to cause such ParentCo Common Shares (or such other shares or securities) to be and remain duly registered, qualified or approved under applicable laws. ParentCo will in good faith expeditiously take all such actions and do all such things as are reasonably necessary or desirable to cause all ParentCo Common Shares (or such other shares or securities) to be delivered hereunder to be listed, quoted or posted for trading on all stock exchanges and quotation systems on which outstanding ParentCo Common Shares (or such other shares or securities) have been listed by ParentCo and remain listed and are quoted or posted for trading at such time.
Sample 1
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Qualification of ParentCo Common Shares. ParentCo shall, at all times following the issue of the ParentCo Common Shares and the expiration of the LockUp Agreement as defined in the Acquisition Agreement, use good faith to cooperate with the Vendors to ensure that the ParentCo Common Shares shall be eligible for resale under an available exemption from registration under United States securities laws, including removing any legends which are no longer applicable upon written request from the Vendors, and providing necessary legal opinions to the transfer agent on a timely basis. Should the parties determine, either before or after the issue of the ParentCo Common Shares and the expiration of the LockUp Agreement, that there are no available exemptions from registration relating to the resale of the ParentCo Common Shares, then in such instance ParentCo, on ten days written notice from any Vendor, shall execute the Registration Rights Agreement in the form attached as Exhibit J to the Acquisition Agreement, and subject to execution by the Vendors, prepare and file a registration statement pursuant to the terms thereof at least 30 days prior to the expiration or earlier termination of the LockUp Agreement.
Sample 1
Qualification of ParentCo Common Shares. ParentCo covenants that if any ParentCo Common Shares to be issued and delivered pursuant to the Exchange Right or the Automatic Exchange Rights require registration or qualification with or approval of or the filing of any document, including any prospectus or similar document, or the taking of any proceeding with or the obtaining of any order, ruling or consent from any governmental or regulatory authority or pursuant to the rules and regulations of any regulatory authority or the fulfillment of any other legal requirement before such shares may be issued and delivered by ParentCo to the initial holder thereof, ParentCo will in good faith expeditiously take all such actions and do all such things as are necessary or desirable to cause such ParentCo Common Shares to be and remain duly registered, qualified or approved. ParentCo will in good faith expeditiously take all such actions and do all such things as are reasonably necessary or desirable to cause all ParentCo Common Shares to be delivered pursuant to the Exchange Right or the Automatic Exchange Rights to be listed, quoted or posted for trading on all stock exchanges and quotation systems on which outstanding ParentCo Common Shares have been listed by ParentCo and remain listed and are quoted or posted for trading at such time.
Sample 1
Qualification of ParentCo Common Shares. ParentCo covenants that if any ParentCo Common Shares to be issued and delivered hereunder require registration or qualification with or approval of or the filing of any document including any prospectus or similar document, the taking of any proceeding with or the obtaining of any order, ruling or consent from any governmental or regulatory authority under any Canadian or United States federal, Provincial or state law or regulation or pursuant to the rules and regulations of any regulatory authority, or the fulfilment of any other legal requirement (collectively, the "Applicable Laws") before such shares may be issued and delivered by ParentCo hereunder, ParentCo shall take all such actions and do all such things in order to comply with all such Applicable Laws in regard thereto.
Sample 1

Related to Qualification of ParentCo Common Shares

  • Qualification of Shares The Company will arrange, if necessary, for the qualification of the Shares for sale under the laws of such jurisdictions as the Manager may designate and will maintain such qualifications in effect so long as required for the distribution of the Shares; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject.

  • Cancellation of Parent-Owned Stock Each share of Company Common Stock held by Company or owned by Merger Sub, Parent or any direct or indirect wholly-owned subsidiary of Company or of Parent immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof.

  • Nasdaq Qualification The Shares to be issued shall be duly authorized for listing by Nasdaq, subject to official notice of issuance, to the extent required by the rules of Nasdaq.

  • Ownership of Parent Common Stock As of the date hereof, such Company Stockholder does not Beneficially Own any shares of Parent Common Stock.

  • Due Incorporation, Qualification, etc The Company (i) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware; (ii) has the power and authority to own, lease and operate its properties and carry on its business as now conducted; and (iii) is qualified to do business and is in good standing as a foreign corporation in the State of California.

  • Organization, Qualification, Etc Acquiror is a limited liability company duly organized, validly existing and in good standing under the laws of The Netherlands and Sub is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada and each has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Acquiror. The copies of Acquiror's Articles of Association and Bylaws and Sub's articles of incorporation and bylaws which have been delivered to Target are complete and correct and in full force and effect on the date hereof. Each of Acquiror's Significant Subsidiaries (as defined in Section 9.11) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Acquiror. All the outstanding shares of capital stock of, or other ownership interests in, Acquiror's Significant Subsidiaries are validly issued, fully paid and non-assessable and are owned by Acquiror, directly or indirectly, free and clear of all liens, claims, charges or encumbrances, except for restrictions contained in credit agreements and similar instruments to which Acquiror is a party under which no event of default has occurred or arisen. There are no existing options, rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of Acquiror. SECTION 5.2.

  • Qualification and Number Each Trustee shall be a natural person. A Trustee need not be a citizen of the United States or a resident of the State of Delaware. By a majority vote or consent of the Trustees as may then be in office, the Trustees may from time to time establish the number of Trustees. No decrease in the number of Trustees shall have the effect of removing any Trustee from office prior to the expiration of his term, but the number of Trustees may be decreased in conjunction with the resignation, retirement or removal of a Trustee pursuant to Section 5.4 hereof.

  • Disqualification of Form S-1 For a period equal to seven (7) years from the date hereof, the Company will not take any action or actions which may prevent or disqualify the Company’s use of Form S-1 (or other appropriate form) for the registration of the Warrants under the Act.

  • Capitalization of Parent As of February 28, 1998, Parent's authorized capital stock consisted of (i) 40,000,000 shares of common stock, $1.25 par value per share of which (a) 23,607,047 shares were issued and outstanding, (b) 1,166,100 shares were issued and held in treasury (which does not include the shares reserved for issuance as set forth in clause (i)(c) below) and (c) 1,622,935 shares were reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by Parent, and (ii) 10,000,000 shares of preferred stock, $.05 par value per share ("Parent Preferred Stock"), none of which are outstanding or designated except as provided in the next sentence. As of the date hereof, 400,000 shares are designated Preferred Stock, Cumulative Junior Participating Series C ("Parent Series C Preferred Stock") and are reserved for issuance in accordance with the Rights Agreement dated as of March 4, 1991, by and between Parent and Chasx Xxxxxx Xxxreholder Services, L.L.C., as Rights Agent ("Parent Rights Agreement"), pursuant to which Parent has issued rights ("Parent Rights") to purchase shares of Parent Series C Preferred Stock. Each outstanding share of Parent capital stock is, and all shares of Common Stock to be issued in connection with the Merger will be, duly authorized and validly issued, fully paid and nonassessable, and no outstanding share of Parent capital stock has been, and no shares of Common Stock to be issued in connection with the Merger will be issued in violation of any preemptive or similar rights. As of the date hereof, other than as set forth in the Parent SEC Documents, pursuant to the Parent Rights Agreement or in Section 3.3 to the Parent Disclosure Schedule, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Parent or any of its subsidiaries of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parent, and Parent has no obligation of any kind to issue any additional securities or to pay for securities of Parent or any predecessor. Parent has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally with holders of Parent Common Stock.

  • Qualifications, Legal Investment All authorizations, approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful sale and issuance of the Securities and Warrant Shares shall have been duly obtained and shall be effective on and as of the Closing. No stop order or other order enjoining the sale of the Securities or Warrant Shares shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the SEC, or any commissioner of corporations or similar officer of any state having jurisdiction over this transaction. At the time of the Closing, the sale and issuance of the Securities and the Warrant Shares shall be legally permitted by all laws and regulations to which the Purchasers and the Company are subject. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction will have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

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