Examples of Buyer Parent Stock in a sentence
All the outstanding Buyer Parent Stock are, and all shares of Buyer Parent Stock reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable and free of pre-emptive rights.
Each of Parent and Inspira hereby jointly and severally guarantees (the "Guarantee") to the Sellers the performance of the Buyer's obligations under this Agreement, including (a) the payment of the Aggregate Purchase Price pursuant to Section 1.2 and (b) the payment of any amount in cash or delivery of any number of shares of Buyer Parent Stock, Parent Special Stock, or Parent Stock pursuant to Section 1.3, in each case if and when due.
All Buyer Parent Stock issued to the Sellers at the time of issuance will be validly issued, fully paid and non-assessable, free of all claims and liens imposed or created by the Buyer or Parent, and shall be reflected in the stock records of Buyer so as to show the Sellers or their respective nominees as the record holder of all such shares.
As of the date hereof, there are 75,000,000 shares of Buyer Parent Stock issued and outstanding.
As of July 31, 2004, the authorized number of shares of (a) Buyer Parent Stock was 250,000,000, of which 19,243,878 were issued and 18,604,515 were outstanding and (b) class B common stock, par value $0.01 per share, of Buyer Parent was 100,000,000, of which 46,073,214 were issued and 45,046,662 were outstanding.
In the event that the Buyer Indemnitees elect to exercise their right to set-off against, reduce, retain or withhold providing any Equity Consideration under this Section 8.4, each share of Buyer Parent Stock, Parent Special Stock and Parent Stock shall have a deemed value equal to the 30-day VWAP determined as of the date of such Final Determination.
All the outstanding Buyer Parent Stock are, and all shares of Buyer Parent Stock reserved for issuance as noted above shall be, when issued in accordance with the OC\1994682.10 respective terms thereof, duly authorized, validly issued, fully paid and non-assessable and free of pre-emptive rights.
The price per share of Buyer Parent Stock shall be calculated based on the United States Dollar/Canadian Dollar exchange rate (expressed in United States Dollars) published in the Wall Street Journal on the business day immediately prior to the Closing Date.
Each Seller understands and acknowledges that he, she or it (and not the any of the Buyer Parties) shall be responsible for his, her or its own Tax liability that may arise as a result of an investment in Buyer Parent Stock or the exchange of Buyer Parent Stock for Parent Special Stock pursuant to the terms of the Contribution and Exchange Agreement, or any of the transactions contemplated hereby or thereby.
Notwithstanding anything else herein to the contrary, the exchange of Buyer Parent Stock for Parent Special Stock shall be satisfied by Buyer delivering to Sellers or causing Parent to deliver to Sellers for Buyer's account, the Parent Special Stock.