The Common Shares. The Common Shares have been duly authorized and are (or when issued as contemplated hereby will be) validly issued and constitute fully-paid and non-assessable shares of Common Stock, $0.01 par value, of the Seller. No stockholder of the Seller has any preemptive or other subscription right to acquire any shares of Common Stock. The Seller will convey to the Purchaser, on the date of Closing, good and valid title to the Common Shares free and clear of any liens, claims, security interests and encumbrances.
Appears in 7 contracts
Samples: Common Stock Purchase Agreement (Mid Atlantic Medical Services Inc), Common Stock Purchase Agreement (Mid Atlantic Medical Services Inc), Common Stock Purchase Agreement (Mid Atlantic Medical Services Inc)
The Common Shares. The Common Shares have been duly authorized and are (or when issued as contemplated hereby will be) be validly issued and constitute issued, fully-paid and non-assessable shares of Common Stock, $0.01 par value, of the Seller. No stockholder of the Seller has any preemptive or other subscription right to acquire any shares of Common Stock. The Seller will convey to the Purchaser, on the date of Closing, good and valid title to the Common Shares free and clear of any liens, claims, security interests and encumbrances.
Appears in 2 contracts
Samples: Trust Agreement (Conagra Inc /De/), Trust Agreement (Conagra Foods Inc /De/)
The Common Shares. The Common Shares have been duly authorized and are (or and, when issued sold as contemplated hereby hereby, will be) be validly issued and constitute issued, fully-paid and non-assessable shares of Common Stock, $0.01 par value, of the Seller. No stockholder of the Seller has any preemptive or other subscription right to acquire any shares of Common Stock. The Seller will convey to the Purchaser, on the date of Closing, good and valid title to the Common Shares free and clear of any liens, claims, security interests and encumbrances.
Appears in 2 contracts
Samples: Employee Benefits Trust Agreement (Airgas Inc), Common Stock Purchase Agreement (Browning Ferris Industries Inc)
The Common Shares. The Common Shares have been duly authorized and are (or issued and when issued sold as contemplated hereby will be) be validly issued and constitute issued, fully-paid and non-assessable shares of Common Stock, $0.01 par value, of the Seller. No stockholder of the Seller has any preemptive or other subscription right to acquire any shares of Common Stock. The Seller will convey to the Purchaser, on the date of Closing, good and valid title to the Common Shares free and clear of any liens, claims, security interests and encumbrances.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Arvin Industries Inc)
The Common Shares. The Common Shares have been duly authorized and are (or when issued as contemplated hereby will be) validly issued and constitute fully-paid and non-assessable shares of Common Stock, $0.01 0.10 par valuevalue per share, of the Seller. No stockholder of the Seller has any preemptive or other subscription right to acquire any shares of Common Stock. The Seller will convey to the Purchaser, on the date of Closing, good and valid title to the Common Shares free and clear of any liens, claims, security interests and encumbrances.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Mississippi View Holding Co)
The Common Shares. The Common Shares have been duly authorized and issued and are (or held by the Seller as treasury stock and when issued sold as contemplated hereby will be) be validly issued and constitute issued, fully-paid and non-assessable shares of Common Stock, $0.01 par value, of the Seller. No stockholder of the Seller has any preemptive or other subscription right to acquire any shares of Common Stock. The Seller will convey to the Purchaser, on the date of Closing, good and valid title to the Common Shares free and clear of any liens, claims, security interests and encumbrancesencum- brances.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Avery Dennison Corporation)
The Common Shares. The Common Shares have been duly authorized and are (or when issued as contemplated hereby will be) validly issued and constitute fully-paid and non-assessable shares of Common Stock, $0.01 par value, of the Seller. No stockholder of the Seller has any preemptive or other subscription right to acquire any shares of Common Stock. The Seller will convey to the Purchaser, on the date of Closing, good and valid title to the tot he Common Shares free and clear of any liens, claims, security interests and encumbrances.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Mid Atlantic Medical Services Inc)
The Common Shares. The Common Shares have been duly authorized and are (or when issued as contemplated hereby will be) validly issued and constitute fully-paid and non-non- assessable shares of Common Stock, $0.01 par value, of the Seller. No stockholder of the Seller has any preemptive or other subscription right to acquire any shares of Common Stock. The Seller will convey to the Purchaser, on the date of Closing, good and valid title to the Common Shares free and clear of any liens, claims, security interests and encumbrances.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Proguard Acquisition CORP)
