Unissued Shares. Each authorized but unissued share of Company Capital Stock shall cease to exist without payment of any consideration therefor.
Unissued Shares. The unissued shares of common stock to be issued and sold by the Company upon settlement of the Purchase Contracts have been duly authorized and reserved for issuance and, when issued and delivered in accordance with the provisions of the Purchase Contracts, will be duly and validly issued, fully paid and non-assessable and will conform in all material respects to the description thereof contained in the Prospectus.
Unissued Shares. Any unissued shares of the Vendor will not be exchanged for shares of the Purchaser and will be cancelled on the Effective Date. The Purchaser and the Vendor acknowledge and agree that the employees of the Vendor are a key component of the transactions as contemplated herein and the parties agree as follows:
Unissued Shares. On the Closing Date, after issuance of the Internet Media common stock to the U-Vend Security Holders, there would be a total of 760,342,721 shares of Internet Media common stock outstanding. However, on the Closing Date, Internet Media will only have 600,000,000 shares of its common stock authorized for issuance. Accordingly, Internet Media will be unable to issue 466,666,667 shares of its common stock (the "Unissued Shares") to the U-Vend Security Holders. In order to allow for the subsequent issuance of the Unissued Shares to the U-Vend Security Holders, Internet Media shall, within 90 days after the Closing Date, either reverse split its common stock or increase its authorized shares of common stock, such that there will be sufficient shares of its common stock authorized for issuance in order to satisfy the issuance of the Unissued Shares. At such time as there are sufficient authorized shares for issuance to the U-Vend Security Holders, Internet Media shall issue the Unissued Shares within 10 business days of such increase in its authorized shares.
Unissued Shares. LMI’s authorized but unissued shares of common stock and preferred stock under its certificate of incorporation are available for future issuance without the approval of LMI stockholders. LMI may use additional shares for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of common stock and preferred stock could render more difficult or discourage an attempt to obtain control of LMI by means of a proxy contest, tender offer, merger or otherwise. LMI’s certificate of incorporation provides that, to the fullest extent permitted by law, the directors of LMI shall not be personally liable to LMI or its stockholders for monetary damages for breach of fiduciary duty as a director. If the DGCL or any other law of the State of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of LMI shall be eliminated or limited to the fullest extent permitted by DGCL as so amended. Table of Contents CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS LMI, Citrix and GetGo or their respective subsidiaries, in each case as applicable, have entered into or, before the consummation of the Transactions will enter into, ancillary agreements relating to the Transactions and various interim and ongoing relationships between LMI, Citrix and GetGo. See “Additional Agreements Related to the Separation, the Distribution and the Merger.” LMI recognizes that transactions between LMI and any of its directors or executives can present potential or actual conflicts of interest and create the appearance that decisions are based on considerations other than the best interests of LMI and its stockholders. Therefore, as a general matter and in accordance with LMI’s Code of Business Conduct and Ethics, it is LMI’s preference to avoid such transactions. Nevertheless, LMI recognizes that there are situations where such transactions may be in, or may not be inconsistent with, the best interests of LMI. Therefore, LMI has adopted a formal written policy which requires LMI’s audit committee, Board of Directors or Legal Department, as applicable, to review and, if appropriate, to approve or ratify any such transactions. Pursuant to the policy, the audit committee or the Board of Directors will review any material transaction or relationship that involves any of L...
Unissued Shares. 10 4.5 Termination.............................................................................................. 10 4.5.1 Coordination with Subscription Agreement....................................................... 10 4.5.2 Termination of Subscription Agreement.......................................................... 10 Page ---- ARTICLE 5 Covenants.................................................................................................... 10
Unissued Shares. All right of DMX to the Unissued Shares --------------- shall have been extinguished.
Unissued Shares. There is no option, warrant, privilege, or right outstanding with respect to any unissued Shares of Corporation.
Unissued Shares. The authorized but unissued shares of our common stock and preferred stock will be available for future issuance without stockholder approval, except as may be required under the listing rules of any stock exchange on which our common stock is then listed. We may use additional shares for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise. Xxxxxxx Xxxxx LLP will pass upon the validity of the issuance of the common stock offered by this prospectus supplement as our counsel. The Sales Agent is being represented in connection with this offering by K&L Gates LLP.
Unissued Shares. No payment shall be made in --------------- respect of authorized but unissued shares of River Bend Stock.
