The Merger Shares Clause Samples
The Merger Shares clause defines the specific shares that will be issued or exchanged as part of a merger transaction. It typically outlines the type, number, and class of shares that the acquiring company will provide to the shareholders of the target company, and may specify any conditions or adjustments related to the share issuance. This clause ensures that all parties have a clear understanding of the equity consideration involved in the merger, thereby reducing the risk of disputes and providing transparency regarding ownership changes post-merger.
The Merger Shares. The Merger Shares will not be registered under the Securities Act, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until: (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) MGS receives an opinion of counsel for the stockholders, reasonably satisfactory to counsel for MGS, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the Merger Shares which are being issued to the Palmera Stockholders shall contain a legend substantially as follows: "THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR MAUI GENERAL STORE, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR MAUI GENERAL STORE, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE."
The Merger Shares. The Merger Shares will not be registered under the Securities Act, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until: (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) ITSI receives an opinion of counsel for the stockholder, reasonably satisfactory to counsel for ITSI, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the Merger Shares to be issued on the Effective Date pursuant to this Agreement shall contain a legend substantially as follows: "THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT."
The Merger Shares. The Merger Shares will not be registered under the Securities Act, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until: (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) CRC receives an opinion of counsel for the stockholder, reasonably satisfactory to counsel for CRC, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the Merger Shares to be issued on the Effective Date pursuant to this Agreement shall contain a legend substantially as follows:
The Merger Shares. After giving effect to the issuance of the Merger Shares, on the Effective Date the Merger Shares will constitute 62.5% of the issued and outstanding shares of Sun common stock on a fully diluted basis. All of the Merger Shares will be duly authorized, validly issued, fully paid and nonassessable.