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), Merger Agreement (SRS Labs Inc), Merger Agreement (Dts, 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 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 of Reorganization (Viisage Technology Inc), Agreement and Plan of Reorganization (Lau Acquisition Corp)
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: Merger Agreement (Divx Inc), Merger Agreement (Divx Inc), Merger Agreement (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 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: Merger Agreement (Youbet Com Inc), Merger Agreement (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 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: Merger Agreement (Ubiquity Broadcasting Corp), Merger Agreement (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, 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: Merger Agreement (Mim Corp), Merger Agreement (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: Merger Agreement (EQM Technologies & Energy, Inc.), Merger Agreement (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 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: Merger Agreement (King Pharmaceuticals Inc), Merger Agreement (Mylan Laboratories 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: Merger Agreement (Nashua Corp), Merger Agreement (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 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
Samples: Merger Agreement (Provena Foods Inc)
