DELIVERY OF PARENT COMMON STOCK Sample Clauses

DELIVERY OF PARENT COMMON STOCK. Newco shall have delivered to ------------------------------- the respective Stockholders the certificates representing the Parent Common Stock, in accordance with Section 1.2 hereof.
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DELIVERY OF PARENT COMMON STOCK. (a) At the Closing, each Company Shareholder shall deliver to the Parent such Company Shareholder's certificate or certificates which immediately prior to the Effective Time represented issued and outstanding Company Shares (individually a "Certificate" and collectively the "Certificates"). Subject to this Section 3.02(a), such Company Shareholder shall be entitled to receive in exchange therefor a certificate representing all of the shares of Parent Common Stock that such holder is entitled to receive pursuant to Section 3.01 hereof, rounded up to the nearest whole number. No certificates or scrip for fractional shares of Parent Common Stock will be issued, no Parent stock split or dividend shall be paid in respect of any fractional share interest, and no such fractional shares interest shall entitle the owner thereof to vote or to any rights of or as a stockholder of Parent. Of the total number of shares of Parent Common Stock issuable to the Company Shareholders, an aggregate number of shares of Parent Common Stock equal to $1,000,000 divided by the Closing Market Value rounded up to the nearest share (the "Escrow Shares") shall be deposited by the Parent with the Escrow Agent in accordance with the terms and provisions of the Escrow Agreement. The Escrow Shares to be delivered to the Escrow Agent shall be allocated to, and deemed delivered on behalf of, each Company Shareholder in an amount equal the product of (i) the total number of Escrow Shares to be delivered to the Escrow Agent and (ii) a fraction, the numerator of which is the number of shares of Parent Common Stock to which such Company Shareholder is entitled pursuant to Section 3.01 and this Section 3.02, and the denominator of which is the total number of shares of Parent Common Stock issued pursuant to Section 3.01 and this Section 3.02, rounded up to the next whole share. The delivery of the Escrow Shares shall be made on behalf of the Company Shareholders in accordance with the provisions hereof, with the same force and effect as if such shares had been delivered by Parent directly to such holders and subsequently delivered by such holders to the Escrow Agent. The shares so deposited shall be evidenced by separate certificates in the names of the Company Shareholders and shall be subject to the terms and conditions of the Escrow Agreement.
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DELIVERY OF PARENT COMMON STOCK. In furtherance of the obligations of Parent under subsections 2.l(e) and (f) hereof, upon notice of any event that requires the Acquisition Sub to cause to be delivered Parent Common Stock to any holder of Exchangeable Shares, Parent shall forthwith deliver the requisite Parent Common Stock to or to the order of the former holder of the surrendered Exchangeable Shares, as the Acquisition Sub shall direct. All such Parent Common Stock shall be duly issued as fully paid and non-assessable and shall be free and clear of any Liens. In consideration of the delivery of each such share of Parent Common Stock by Parent, the Acquisition Sub shall issue Parent, or as Parent shall direct, such number of common shares of the Acquisition Sub as is equal to the fair value of such share of Parent Common Stock.
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DELIVERY OF PARENT COMMON STOCK. The Parent Common Stock to ------------------------------- be delivered to Seller by Buyer pursuant hereto at the Closing has been, and the Parent Common Stock to be delivered to Seller pursuant to Section 2.3 will be, when delivered, validly authorized, duly issued, fully-paid and non-assessable.
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DELIVERY OF PARENT COMMON STOCK. The Parent Common Stock to be issued pursuant to the share exchange under Section 1.8(c) shall be delivered to the holders of Certificates in such denominations as set forth on Exhibit A hereto.
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DELIVERY OF PARENT COMMON STOCK. As soon as practicable after the Closing Date, but no later than the earlier of 30 days from the Closing or the effectiveness of the Registration Statement (as defined in Section 7.2(a) below) as declared by the SEC, Parent will deliver to the Shareholders stock certificates representing the Parent Common Stock which each Shareholder is entitled to receive pursuant to Section 1.5 bearing the name and number of shares to which such Shareholder is entitled.
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Related to DELIVERY OF PARENT COMMON STOCK

  • Parent Common Stock The issuance and delivery by Parent of shares of Parent Common Stock in connection with the Merger and this Agreement have been duly and validly authorized by all necessary corporate action on the part of Parent. The shares of Parent Common Stock to be issued in connection with the Merger and this Agreement, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable and not subject to preemptive rights of any sort.

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Common Stock 1 Company........................................................................1

  • Common Shares 4 Company...................................................................................... 4

  • Ordinary Shares The Ordinary Shares included in the Units have been duly authorized and, when issued and delivered against payment for the Offered Securities by the Underwriters pursuant to this Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

  • Purchaser Common Stock Each share of common stock, par value $0.001 per share, of the Purchaser (the “Purchaser Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Capital Stock of Merger Sub Each share of the common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 par value per share, of the Surviving Corporation.

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

  • Cancellation of Treasury Stock and Parent-Owned Stock Any shares of Company Common Stock that are owned by the Company as treasury stock, and any shares of Company Common Stock owned by Parent or Merger Sub, shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor.

  • Fractional Shares of Common Stock (a) The Company shall not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever any fractional Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding of such fraction to the nearest whole Warrant (rounded down).

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