Buyer Securities. (a) The authorized capital stock of Buyer consists of 20,000,000 shares of Buyer Common Stock and 2,000,000 shares of preferred stock (“Buyer Preferred Stock”). As of the date hereof, after giving effect to the transactions contemplated hereby, there will be outstanding 10,000,000 shares of Buyer Common Stock. All outstanding shares of capital stock of Buyer have been duly authorized and validly issued, fully paid and nonassessable and free of preemptive rights.
Buyer Securities. On and subject to the terms and conditions of this Agreement and the Transaction Documents, at the Closing, as an initial payment against the Purchase Price due hereunder, Buyer shall issue to Seller and/or Seller’s Designee(s):
Buyer Securities. Each Buyer Security shall be imprinted with a legend substantially in the following form: This Security was originally issued on July 21, 2004, and has not been registered under the Securities Act of 1933, as amended. The sale or transfer of this Security is subject to certain restrictions set forth in the Purchase Agreement. The issuer of this Security will furnish a copy of these provisions to the holder hereof without charge upon written request. Each holder desiring to transfer a Buyer Note first must furnish Buyer with (i) a written opinion reasonably satisfactory to Buyer in form and substance from counsel reasonably satisfactory to Buyer by reason of experience to the effect that the holder may transfer the Buyer Note as desired without registration under the Securities Act and (ii) a written undertaking executed by the desired transferee reasonably satisfactory to Buyer in form and substance agreeing to be bound by the restrictions on transfer contained herein.
Buyer Securities. The Term “Buyer Securities” shall have the meaning set forth in Section 2.2(c).
Buyer Securities. The Seller Entities shall not and no acquiring person affiliated with the Seller shall acquire any voting securities of Buyer if such acquisition would result in the ownership of voting securities of the Buyer valued at greater than $56.7 million (or such other limitation as may be in effect from time to time) by an acquiring person affiliated with the Seller Entities, as determined pursuant to the rules set forth in the HSR Act.
Buyer Securities. The Buyer Securities when delivered to Seller pursuant to this Agreement will be, free and clear of any and all pledges, claims, restrictions, charges, liens, security interests, encumbrances or other interests of third parties of any nature whatsoever created by Buyer, except for restrictions imposed by federal or state securities laws.
Buyer Securities. 5.07 Certificates........................................ 2.03(a) Charter Amendment. . . . . . . . . . . . . . . . . . 2.01(d) Class B Common Stock . . . . . . . . . . . . . . .
Buyer Securities. The Seller Entities shall not and no acquiring person affiliated with the Seller Entities shall acquire any voting securities of Buyer if such acquisition would result in the ownership of voting securities of the Buyer valued at greater than $[56.7](20)
Buyer Securities. The Merger Consideration shall be conveyed to the Stockholders free and clear of all liens (other than any transfer restrictions for restricted securities under federal and state securities laws). Once issued in accordance with the terms hereof, the Merger Consideration will be duly authorized, fully paid and nonassessable.
Buyer Securities. 4.2 CEA...................................................................
