Xxxxxxx Shares. The shares of Xxxxxxx common stock to be issued and delivered as the Purchase Price pursuant to this Agreement will, on delivery of certificates therefor in accordance with the terms hereof, be duly authorized, fully paid in and nonassessable shares, validly issued and outstanding. Purchaser is not aware of any facts or circumstances that would prevent it from satisfying its obligation to cause a Registration Statement on Form S-3 to become and remain effective in accordance with the terms of Section 10.3 below.
Xxxxxxx Shares. 17 6.05 Material Adverse Changes...................................... 17 6.06 Disclosure.................................................... 17 6.07
Xxxxxxx Shares. The Xxxxxxx Shares for which the Acquired Company Shares and the Series A Preferred Shares shall be exchanged, shall be duly authorized by all necessary corporate action of Xxxxxxx, validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances and other claims by third parties.
Xxxxxxx Shares. During the Voting Period, Xxxxxxx agrees to vote all shares of voting capital stock of the Company registered in Xxxxxxx’x name or beneficially owned by Xxxxxxx (as determined by Rule 13d-3 of the Securities Exchange Act of 1934, as amended), including any and all voting securities of the Company legally or beneficially acquired by Xxxxxxx after the date hereof (hereinafter collectively referred to as the “Xxxxxxx Shares”), in accordance with the provisions of this Section 2. For purposes of this Agreement, the “Voting Period” shall mean the period of time beginning on the date of this Agreement and ending on the earliest to occur of (i) the date that is 30 calendar days prior to the deadline established pursuant to the Company’s bylaws for the submission of stockholder nominations for the 2016 Meeting; (ii) the date on which a Termination Event occurs if an Agreed-Upon Candidate has not then been appointed to the Board; and (iii) if a Termination Event occurs and an Agreed-Upon Candidate has been appointed to the Board, the date on which such Agreed-Upon Candidate ceases to serve as a director for any reason; provided, however, that if the Agreed-Upon Candidate is nominated by the Board for re-election as a director of the Company at the 2016 Meeting and is included as a nominee in the Company’s proxy statement for the 2016 Meeting, the Voting Period shall thereafter be extended and will expire on the day immediately following the 2016 Meeting.
Xxxxxxx Shares. Xxxxxx hereby agrees (a) not to sell in excess of 10,000 shares of Parent Common Stock in any thirty (30) day period following the Effective Time but prior to the first anniversary of the Effective Time, without the prior consent of the Chairman of the Board or the Chief Executive Officer of Parent; and (b) prior to the Effective Time, to place 125,000 of his shares of Parent Common Stock in escrow pursuant to an escrow agreement in the form of Exhibit A hereto (the "Escrow Agreement"). The foregoing share numbers shall be adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization or any other like change with respect to Parent Common Stock occurring after the date hereof and prior to the lapse of the provisions of the preceding sentence.
Xxxxxxx Shares. Xxxxxxx hereby agrees to issue the Xxxxxxx Shares to the Classic Shareholders for the Classic Shares as fully paid and non-assessable shares, in consideration of the transfer of the Classic Shares held by the Classic Shareholders. The parties hereto acknowledge and agree that the Xxxxxxx Shares shall be issued subject to substantially the escrow provisions contained in the form of Escrow Agreement attached hereto as Schedule "C".
Xxxxxxx Shares. N/A ------------------------ Options: 133,404 ------------------------ Price: $133.40 ------------------------ Address: ------------------------ ------------------------ ------------------------
Xxxxxxx Shares. 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 Shares.
Xxxxxxx Shares. (a) Xxxxxx hereby represents, warrants and covenants that it has irrevocably reserved for issuance and will at all times keep available, free from pre-emptive and other rights, out of its authorized and unissued capital stock such number of Xxxxxx Common Shares as is equal to the sum of the maximum number of Xxxxxx Common Shares which may be issuable from time to time to Sellers upon a Share Exchange.
(b) Whenever Xxxxxx is required to deliver Xxxxxx Common Shares pursuant to this Agreement, such shares shall be duly issued as fully paid and non- assessable and free and clear of any lien, claim and encumbrance, other than the restriction on transfer imposed by Section 5.6 hereof and applicable securities laws.
Xxxxxxx Shares. Except for the Xxxxxxx Shares listed on Schedule I hereto, the members of the Restricted Group do not beneficially own any shares of Common Stock.
