Stock Issuable in Merger. The Share Consideration, when issued, will be duly authorized and validly issued, fully paid and non-assessable, will be delivered hereunder free and clear of any liens, adverse claims, security interests, pledges, mortgages, charges and encumbrances of any nature whatsoever, except that the shares of TTIS Common Stock constituting the Share Consideration will be "restricted securities", as such term is defined in the rules and regulations of the SEC promulgated under the Securities Act, and will be subject to restrictions on transfers pursuant to such rules and regulations.
Stock Issuable in Merger. The Merger Consideration, when issued, will be duly authorized and validly issued, fully paid and non-assessable, will be delivered hereunder free and clear of any Liens, adverse claims, security interests, pledges, mortgages, charges and encumbrances of any nature whatsoever, except that the Merger Consideration shall not be registered under the Securities Act or any state securities law and will be "restricted securities," as such term is defined in the rules and regulations of the SEC promulgated under the Securities Act, and will be subject to restrictions on transfers pursuant to such rules and regulations. AGBL has reserved an adequate number of shares of AGBL Common Stock to enable it to issue the Merger Consideration. At the Effective Time, (i) the Synova Stockholders will own seventy percent (70%) of the outstanding capital stock of AGBL on a fully diluted basis (without giving effect to the contemplated equity financing by AGBL of up to $3,500,000 to occur concurrently with the Closing, as referenced in Section 6.2(i) and EXHIBIT C hereto) and (ii) AGBL will own one hundred percent (100%) of the outstanding capital stock of the Surviving Corporation on a fully diluted basis.
Stock Issuable in Merger. The Merger Consideration, when issued, will be duly authorized and validly issued, fully paid and non-assessable, will be delivered hereunder free and clear of any liens, adverse claims, security interests, pledges, mortgages, charges and encumbrances of any nature whatsoever, except that the Merger Consideration shall not be registered under the Securities Act or any state securities law and will be "restricted securities", as such term is defined in the rules and regulations of the SEC promulgated under the Securities Act, and will be subject to restrictions on transfers pursuant to such rules and regulations. USHG has reserved an adequate number of shares of USHG Common Stock to enable it to issue the Merger Consideration.
Stock Issuable in Merger. The Share Consideration, when issued, will be duly authorized and validly issued, fully paid and non- assessable, will be delivered hereunder free and clear of any liens, adverse claims, security interests, pledges, mortgages, charges and encumbrances of any nature whatsoever, except that the Share Consideration shall not be registered under the Securities Act and therefore will be "restricted securities", as such term is defined in the rules and regulations of the Securities and Exchange Commission (the "SEC") promulgated under the Securities Act, and will be subject to restrictions on transfers pursuant to such rules and regulations. Olas has reserved an adequate number of shares of Olas Common Stock to enable it to issue (i) the Share Consideration which includes the Olas Common Stock issuable under the options convertible pursuant to section 1.6(b) hereof and (ii) any other shares of Olas Common Stock underlying any options or warrants of Olas granted pursuant to this Agreement. -25-
Stock Issuable in Merger. The Merger Consideration, when issued, will be duly authorized and validly issued, fully paid and non-assessable, will be delivered hereunder free and clear of any Liens, adverse claims, security interests, pledges, mortgages, charges and encumbrances of any nature whatsoever, except that the Merger Consideration shall not be registered under the Securities Act or any state securities law and will be “restricted securities,” as such term is defined in the rules and regulations of the SEC promulgated under the Securities Act, and will be subject to restrictions on transfers pursuant to such rules and regulations. SKNZ has reserved an adequate number of shares of SKNZ Common Stock to enable it to issue the Merger Consideration subject to the Escrowed Shares. At the Effective Time, (i) the SweetskinZ Stockholders and holders of the Replacement Options will own in aggregate 73.4% of the outstanding capital stock of SKNZ on a fully diluted basis (without giving effect to outstanding options granted under SKNZ Omnibus Stock Plan and the shares issuable from the five year 5% convertible debentures issued in the financing by SKNZ of up to $6,000,000 to occur concurrently with the Closing, as referenced in Section 6.2(i) and (ii) SKNZ will own one hundred percent (100%) of the outstanding capital stock of the Surviving Corporation on a fully diluted basis.
Stock Issuable in Merger. The Merger Consideration, when issued, will be duly authorized and validly issued, fully paid and non-assessable, will be delivered hereunder free and clear of any and all Liens, except that the Merger Consideration shall not be registered under the Act or any state securities law and will be “restricted securities”, as such term is defined in the rules and regulations of the SEC promulgated under the Act, and will be subject to restrictions on transfers pursuant to such rules and regulations. Renovo has reserved an adequate number of shares of Renovo Common Stock to enable it to issue the Merger Consideration.
