Examples of Additional Plan Shares in a sentence
We do not find it necessary for the purposes of this opinion letter to cover, and accordingly we express no opinion as to, the application of the securities or “blue sky” laws of the various states or the District of Columbia to the issuance or sale of the Additional Plan Shares.
The opinion is rendered solely to the Company and for its benefit in connection with the registration of the Additional Plan Shares pursuant to the Registration Statement.
The aforementioned total number of Additional Plan Shares of Common Stock shall be adjusted in accordance with the provisions of Section 4.2 hereof.
Therefore, the total aggregate number of shares available for grant under the Plan shall be the 592,000 Additional Plan Shares plus all Unissued Option Shares.
Upon the basis of the foregoing, we are of the opinion that the Plan Shares and the Additional Plan Shares deliverable pursuant to the 2001 Plan have been duly authorized and, when and to the extent issued pursuant to the 2001 Plan upon receipt by the Registrant of adequate consideration therefor, will be validly issued, fully paid and nonassessable.
The Plan Shares were issued and the Additional Plan Shares, when issued will be issued, pursuant to Section 1145(a)(1)(A) of the Bankruptcy Code and accordingly are not, and as the case may be, will not be subject to the statutory restrictions on transferability, except those set forth in Section 1145 of the Bankruptcy Code or otherwise applicable federal law.
It is my opinion that the Plan Shares and Additional Plan Shares, when subsequently issued and outstanding pursuant to the terms of the 2000 Plan, will be validly issued, fully paid and nonassessable.
We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments relating to the issuance of the Plan Shares and the Additional Plan Shares as we have deemed necessary for the purpose of this opinion.
Based upon and subject to the foregoing, and subject to the qualifications set forth below, we are of the opinion that the Additional Plan Shares under the Amended 2018 Plan have been duly authorized for issuance and, when issued, delivered and paid for in accordance with the terms of the Amended 2018 Plan, will be validly issued, fully paid and nonassessable.
If however, the Company issues Additional Plan Shares, the Company shall issue a proportional number of additional Company Shares to the Sellers or their designees.