Acquiror Common Stock. Each share of Acquiror Common Stock issued and outstanding immediately prior to the Merger Effective Time (other than those described in Section 2.4(d) below) shall automatically be converted into the right to receive one PubCo Ordinary Share, following which all such shares of Acquiror Common Stock shall cease to be outstanding and shall automatically be canceled and shall cease to exist. Each certificate formerly representing shares of Acquiror Common Stock (other than those described in Section 2.4(d) below) shall thereafter represent only the right to receive the same number of PubCo Ordinary Shares.
Acquiror Common Stock. On the Effective Date, the Acquiror Common Stock to be issued in exchange for the Target Common Stock pursuant to the terms of this Agreement shall be duly authorized, validly issued, fully paid, and non-assessable, free of preemptive rights and free and clear of all Liens created by or through Acquiror, with no personal liability attaching to the ownership thereof. The Acquiror Common Stock to be issued upon exchange for the Target Common Stock pursuant to the terms of this Agreement will be issued in all material respects in accordance with applicable state and federal Laws, rules, and regulations.
Acquiror Common Stock. No Company Entity owns beneficially or of record any shares of Acquiror Common Stock or any securities convertible into, exchangeable for or carrying the right to acquire, any shares of Acquiror Common Stock.
Acquiror Common Stock. The Acquiror Common Stock to be issued and delivered to the Company Stockholders pursuant to the Merger has been duly authorized and, when issued in the Merger in accordance with this Merger Agreement, will be validly issued, fully paid and nonassessable and will have been approved for listing by The Nasdaq Stock Market.
Acquiror Common Stock. The Acquiror Common Stock to be delivered in connection with the Merger as provided in this Agreement has been duly authorized by Acquiror and, when delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable, free and clear of any Encumbrances (other than the restrictions on transfer contemplated by this Agreement), and no shareholder of Acquiror will have any preemptive right of subscription or purchase in respect thereof.
Acquiror Common Stock. The shares of Acquiror Common Stock to be --------------------- issued to the stockholders of Target pursuant to the Merger and this Agreement are duly authorized and, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable. The issuance of Acquiror Common Stock pursuant to the Merger will transfer to the stockholders of Target valid title to such shares of Acquiror Common Stock, free and clear of all liens, encumbrances, security interests, charges, restrictions or other similar encumbrances or defects in title.
Acquiror Common Stock. The shares of Acquiror Common Stock to be issued in connection with the Merger have been duly authorized and, when issued as contemplated hereby at the Effective Time, will be validly issued, fully paid and non-assessable, and not subject to any preemptive rights created by statute, Acquiror's Restated Certificate of Incorporation or Bylaws or any agreement to which Acquiror is a party or by which Acquiror is bound and will be registered under the Securities Act of 1933, as amended (the "Securities Act"), and registered or exempt from registration under applicable state "blue sky" laws and approved for listing on Nasdaq.
Acquiror Common Stock. The Acquiror Common Stock that may be issued by Acquiror in connection with payments described in Section 6.12 will be freely tradable, if the Final Order approving the Plan of Arrangement approves the issuance of the Acquiror Common Stock to certain officers and employees of the Company pursuant to Section 3.1(d) of the Plan of Arrangement.
Acquiror Common Stock. Except at a time and in a manner which will not increase the Average Value of Acquiror Common Stock, Acquiror shall not split, combine or reclassify any of the Acquiror Common Stock or authorize the (i) making of any in-kind distribution or extraordinary cash dividend with respect to the Acquiror Common Stock or (ii) issuance of any other securities in respect of or in exchange for shares of the Acquiror Common Stock. (d) Tax Free Status of Merger and Spin-Offs. Acquiror shall not, and shall not permit any of its subsidiaries to, take any action that would disqualify the Merger as a tax-free reorganization under Section 368(a)(1)(B) of the Code, or any other action that would disqualify the Internal Spinoff or the Distribution as tax-free transactions within the meaning of Section 355 of the Code. SECTION 4.3
Acquiror Common Stock. At and after the Holdco Effective Time, each share of Acquiror Common Stock issued and outstanding immediately prior to the Holdco Effective Time, including the Acquiror Class A Common Stock issued in connection with the Conversion, shall not be affected by the Holdco Merger.
