TSII STOCK. At the time of issuance thereof, the TSII Stock to be delivered to the COMPANY pursuant to this Agreement will constitute valid and legally issued shares of TSII, fully paid and nonassessable, and with the exception of restrictions upon resale set forth in Sections 15 and 16 hereof, will be identical in all material and substantive respects to the TSII Stock issued and outstanding as of the date hereof and the TSII Stock to be issued pursuant to the Other Agreements by reason of the provisions of the Delaware GCL. The shares of TSII Stock to be issued to the COMPANY pursuant to this Agreement will not be registered under the 1933 Act, except as provided in Section 17 hereof.
Appears in 3 contracts
Samples: Acquisition Agreement (Travel Services International Inc), Merger Agreement (Travel Services International Inc), Agreement and Plan of Organization (Travel Services International Inc)
TSII STOCK. At the time of issuance thereof, the TSII Stock to be delivered to the COMPANY STOCKHOLDERS pursuant to this Agreement will constitute valid and legally issued shares of TSII, fully paid and nonassessable, and with the exception of restrictions upon resale set forth in Sections 15 and 16 hereof, will be identical in all material and substantive respects to the TSII Stock issued and outstanding as of the date hereof and the TSII Stock to be issued pursuant to the Other Agreements by reason of the provisions of the Delaware GCL. The shares of TSII Stock to be issued to the COMPANY STOCKHOLDERS pursuant to this Agreement will not be registered under the 1933 Act, except as provided in Section 17 hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Organization (Travel Services International Inc), Agreement and Plan of Organization (Travel Services International Inc)
