Common use of Stock Issuable in Merger Clause in Contracts

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.

Appears in 3 contracts

Samples: Merger Agreement (Take Two Interactive Software Inc), Merger Agreement (Take Two Interactive Software Inc), Merger Agreement (Take Two Interactive Software Inc)

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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, are not registered and will be subject to restrictions on transfers pursuant to such rules and regulationsunder the Securities Act.

Appears in 1 contract

Samples: Merger Agreement (Take Two Interactive Software Inc)

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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 RTIC Common Stock constituting the Share Shares Consideration will be "restricted securities", as such term is defined in the rules and regulations of the SEC promulgated under the Securities Act, Act and will be subject to restrictions on transfers pursuant to such rules and regulationsregulations and the laws of applicable states.

Appears in 1 contract

Samples: Merger Agreement (Rt Industries Inc)

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