Reservation of Parent Common Stock. Effective at or prior to the Effective Time, Parent shall reserve (free from preemptive rights) out of its reserved but unissued shares of Parent Common Stock, for the purposes of effecting the conversion of the issued and outstanding shares of Company Common Stock pursuant to this Agreement, sufficient shares of Parent Common Stock to provide for such conversion and assumption.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (SRS Labs Inc), Agreement and Plan of Merger and Reorganization (SRS Labs Inc), Agreement and Plan of Merger and Reorganization (Dts, Inc.)
Reservation of Parent Common Stock. Effective (a) Parent will at or prior to the Effective Timeall times reserve and keep available, Parent shall reserve (free from preemptive rights) , out of the aggregate of its reserved authorized but unissued Parent Common Stock or the authorized and issued Parent Common Stock held in its treasury, for the purpose of enabling it to satisfy any obligation to issue shares of Parent Common Stock to the Holders of CVRs, the maximum number of shares of Parent Common Stock, for subject to Section 2.4(d), which may then be deliverable to the purposes Holders of effecting the conversion of the issued and all outstanding shares of Company Common Stock pursuant to this Agreement, sufficient shares of Parent Common Stock to provide for such conversion and assumptionCVRs.
Appears in 4 contracts
Samples: Rights Agreement (Acelrx Pharmaceuticals Inc), Agreement and Plan of Merger (Acelrx Pharmaceuticals Inc), Rights Agreement (Tetraphase Pharmaceuticals Inc)
Reservation of Parent Common Stock. Effective at or prior to the Effective TimeTime of the First Merger, Parent shall reserve (free from preemptive rights) out of its reserved but unissued shares of Parent Common Stock, for the purposes of effecting the conversion of the issued and outstanding shares of Company Common Stock pursuant to this Agreement, sufficient shares of Parent Common Stock to provide for such conversion as well as the issuance of Parent Common Stock upon the exercise or settlement of Company Options, Company Restricted Stock and assumptionCompany Restricted Stock Units assumed by Parent under Section 5.9.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Divx Inc), Agreement and Plan of Merger (Divx Inc), Agreement and Plan of Merger (Sonic Solutions/Ca/)
Reservation of Parent Common Stock. Effective at or prior to the Effective Time, Parent shall reserve (free from preemptive rights) out of its reserved but unissued shares of Parent Common Stock, for the purposes of effecting the conversion of the issued and outstanding shares of Company Common Stock and assumption of Company Options and Company Warrants pursuant to this Agreement, sufficient shares of Parent Common Stock to provide for such conversion and assumption.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Identix Inc), Agreement and Plan (Viisage Technology Inc), Agreement and Plan of Reorganization (Lau Acquisition Corp)
Reservation of Parent Common Stock. Effective at or prior to the Effective Time, Parent shall reserve (free from preemptive rights) out of its reserved but unissued shares of Parent Common Stock, for the purposes of effecting the conversion of the issued and outstanding shares of Company Common Stock pursuant to this Agreement, sufficient shares of Parent Common Stock to provide for such conversion and assumptionas well as the issuance of Parent Common Stock upon the exercise of Company Options assumed by Parent under Section 5.12.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mylan Laboratories Inc), Agreement and Plan of Merger (King Pharmaceuticals Inc)
Reservation of Parent Common Stock. Effective at or prior to the Effective Time, Parent shall reserve (free from preemptive rights) out of its reserved but unissued shares of Parent Common Stock, for the purposes of effecting the conversion of the issued and outstanding shares of Company Common Stock pursuant to this Agreement, sufficient shares of Parent Common Stock to provide for such conversion as well as the issuance of Parent Common Stock upon the exercise of Company Options assumed by Parent under Section 2.4 and assumptionthe underlying Company Stock Option Plans to the extent assumed under Section 7.11(a).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mim Corp), Agreement and Plan of Merger (Chronimed Inc)
Reservation of Parent Common Stock. Effective at or prior to the Effective Time, Parent shall reserve (free from preemptive rights) out of its reserved but unissued shares of Parent Common StockShares, for the purposes of effecting the conversion of the issued and outstanding Company Shares and shares of Company Common Preferred Stock pursuant to this Agreement, sufficient shares of Parent Common Shares and Parent Series A Convertible Preferred Stock to provide for such conversion and assumption.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (EQM Technologies & Energy, Inc.), Agreement and Plan of Merger (Beacon Energy Holdings, Inc.)
Reservation of Parent Common Stock. Effective at or prior to the Effective Time, Parent shall reserve (free from preemptive rights) out of its reserved but unissued shares of Parent Common StockShares, for the purposes of effecting the conversion of the issued and outstanding shares of Company Common Stock Shares pursuant to this Agreement, sufficient shares of Parent Common Stock Shares to provide for such conversion and assumption.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Youbet Com Inc), Agreement and Plan of Merger (Churchill Downs Inc)
Reservation of Parent Common Stock. Effective at or prior to the Effective Time, Parent shall reserve (free from preemptive rights) out of its reserved but unissued or treasury shares of Parent Common Stock, for the purposes of effecting the conversion of the issued and outstanding shares of Company Common Stock in the Merger pursuant to this Agreement, sufficient shares of Parent Common Stock to provide for such conversion and assumptionconversion.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nashua Corp), Agreement and Plan of Merger (Nashua Corp)
Reservation of Parent Common Stock. Effective at or prior to the Effective Time, Parent shall reserve (free from preemptive rights) out of its reserved but unissued shares of Parent Common StockShares, for the purposes of effecting the conversion of the issued and outstanding shares of Company Common Stock Shares pursuant to this Agreement, sufficient shares of Parent Common Stock Shares to provide for such conversion and assumptionconversion.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ubiquity Broadcasting Corp), Agreement and Plan of Merger (Rimrock Gold Corp.)
Reservation of Parent Common Stock. Effective at or prior to the Effective Time, Parent shall reserve (free from preemptive rights) out of its reserved but unissued shares of Parent Common Stock, Stock sufficient shares of Parent Common Stock to provide for the purposes of effecting (i) the conversion of the issued and outstanding shares of Company Common Stock pursuant to this Agreement, sufficient shares and (ii) the issuance of Parent Common Stock to provide for such conversion and assumptionholders of the Company Options pursuant to Section 6.10.
Appears in 1 contract
