USFloral Stock. The USFloral Stock to be delivered to the Stockholders -------------- at the Merger Effective Date, when delivered in accordance with the terms of this Agreement, will constitute valid and legally issued shares of USFloral capital stock, fully paid and nonassessable, and with the exception of restrictions upon resale, will be legally equivalent in all respects to the majority of USFloral Stock issued and outstanding as of the date hereof. The restrictions on resale imposed on the Stockholders are no more restrictive than those imposed on the stockholders of the other companies being acquired by USFloral prior to the IPO ("Founding Stockholders"). Furthermore, neither the Founding Stockholders nor Xxxxxx Xxxxxxx or Xxxxxxxx Xxxxxxx (i) have registration rights with respect to USFloral Stock that are superior to registration rights that the Stockholders have, or (ii) will have the right to include any USFloral Stock in the IPO.
Appears in 3 contracts
Samples: Agreement and Plan of Contribution (U S a Floral Products Inc), Agreement and Plan of Contribution (U S a Floral Products Inc), Agreement and Plan of Contribution (U S a Floral Products Inc)
USFloral Stock. The USFloral Stock to be delivered to the Stockholders Stockholder at -------------- at the Merger Effective Date, when delivered in accordance with the terms of this Agreement, will constitute valid and legally issued shares of USFloral capital stock, fully paid and nonassessable, and with the exception of restrictions upon resale, will be legally equivalent in all respects to the majority of USFloral Stock issued and outstanding as of the date hereof. The restrictions on resale imposed on the Stockholders Stockholder are no more restrictive than those imposed on the stockholders Stockholders of the other companies being acquired by USFloral prior to the IPO ("Founding Stockholders"). Furthermore, neither the Founding Stockholders nor Xxxxxx Xxxxxxx or Xxxxxxxx Xxxxxxx (i) have registration rights with respect to USFloral Stock that are superior to registration rights that the Stockholders haveStockholder has, or (ii) will have the right to include any USFloral Stock in the IPO.
Appears in 1 contract
Samples: Agreement and Plan of Contribution (U S a Floral Products Inc)