Xxxxxxx Common Stock Sample Clauses

Xxxxxxx Common Stock. Upon consummation of the transactions contemplated hereby and the issuance and delivery of certificates representing the Xxxxxxx Shares to the Sellers, the Xxxxxxx Shares will be validly issued, fully paid and non-assessable shares of Xxxxxxx Common Stock.
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Xxxxxxx Common Stock. (a) Each share of Xxxxxxx Common Stock outstanding immediately prior to the Effective Time that is held by (i) an Accredited Investor or (ii) a Non-U.S. Person (each as certified on such holder’s Xxxxxxx Consent) shall by virtue of the Merger and without any further action by the holder thereof cease to be outstanding and shall be converted into the right to receive 0.567154 shares of Nine Common Stock (the “Xxxxxxx Per Share Merger Stock Consideration”), and each certificate which immediately prior to the Effective Time represented such outstanding shares of Xxxxxxx Common Stock shall at and after the Effective Time be deemed for all purposes to represent the right to receive the Xxxxxxx Per Share Merger Stock Consideration. (b) Each share of Xxxxxxx Common Stock outstanding immediately prior to the Effective Time that is held by a Person not subject to the provisions of Section 2.6(a)(i) or Section 2.6(a)(ii) shall by virtue of the Merger and without any further action by the holder thereof cease to be outstanding and shall be converted into the right to receive $141.94 in cash (the “Xxxxxxx Per Share Merger Cash Consideration”), and each certificate which immediately prior to the Effective Time represented such outstanding shares of Xxxxxxx Common Stock shall at and after the Effective Time be deemed for all purposes to represent the right to receive the Xxxxxxx Per Share Merger Cash Consideration. (c) All shares of Xxxxxxx Common Stock which immediately prior to the Effective Time are held in the treasury of Xxxxxxx or owned by Nine or by any Subsidiaries of Xxxxxxx shall at the Effective Time be cancelled and retired and cease to exist, without the payment of any consideration therefor or any conversion thereof into Nine Common Stock or cash.
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Xxxxxxx Common Stock. 4 3.2 PVS'S COMMON STOCK........................................... 5 (a) CONVERSION............................................ 5 (b) STOCK CERTIFICATES.................................... 5 3.3
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Xxxxxxx Common Stock. As and when required by the provisions of this Agreement and subject to the terms and conditions hereof, Xxxxxxx will reserve for issuance and issue shares of Xxxxxxx Common Stock to the shareholders of MDJB. The shares of Xxxxxxx Common Stock to be issued in accordance with this Agreement will have been duly authorized and upon such issuance will be validly issued, fully paid and nonassessable and will be registered under the Securities Act of 1933, as amended pursuant to the Registration Statement.
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Xxxxxxx Common Stock. No shares of common stock of Xxxxxx issued as of the Effective Date shall be converted as a result of the Merger, but all of such shares shall remain issued shares of common stock of the Surviving Corporation.
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Related to Xxxxxxx Common Stock

  • Common Stock 1 Company........................................................................1

  • Company Common Stock “Company Common Stock” shall mean the Common Stock, par value $0.001 per share, of the Company.

  • Purchaser Common Stock Each share of common stock, par value $0.001 per share, of the Purchaser (the “Purchaser Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Ordinary Shares The Ordinary Shares included in the Units have been duly authorized and, when issued and delivered against payment for the Offered Securities by the Underwriters pursuant to this Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Common Shares 4 Company...................................................................................... 4

  • Adjustment of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants The Exercise Price, the number of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section 3 of the Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant Certificate, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in Section 3 of the Warrant Certificate and the provisions of Sections 7, 11 and 12 of this Agreement with respect to the shares of Common Stock shall apply on like terms to any such other shares. All Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to the Warrant Certificate shall evidence the right to purchase, at the adjusted Exercise Price, the number of shares of Common Stock purchasable from time to time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.

  • Fractional Shares of Common Stock (a) The Company shall not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever any fractional Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding of such fraction to the nearest whole Warrant (rounded down). (b) The Company shall not issue fractions of shares of Common Stock upon exercise of Warrants or distribute stock certificates which evidence fractional shares of Common Stock. Whenever any fraction of a share of Common Stock would otherwise be required to be issued or distributed, the actual issuance or distribution in respect thereof shall be made in accordance with Section 2(d)(v) of the Warrant Certificate.

  • Sale of Common Stock Subject to the terms and conditions of this Agreement, Company hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Company an aggregate of 120,000 shares of Company's Common Stock (the "Shares"), at the purchase price of $2.06 per share for an aggregate purchase price of $247,200.

  • Shares of Common Stock The Company shall have duly reserved the number of Underlying Shares required by this Agreement and the Transaction Documents to be reserved upon the exercise of the Warrants or the conversion of the shares of Preferred Stock acquired by the Purchaser on the First Closing Date;

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