Holdings Common Stock. All issued and outstanding shares of --------------------- Holdings Common Stock have been duly and validly issued, fully paid and nonassessable. Except as provided in the Stockholders Agreement, no stockholder of Holdings has or will have any preemptive rights to subscribe for any additional equity Securities of Holdings. Any issuance and sale of Holdings Common Stock, upon such issuance and sale, will either (a) have been registered or qualified under applicable federal and state securities laws or (b) be exempt therefrom.
Holdings Common Stock. Holdings Common Stock issued on the --------------------- Closing Date after giving effect to the Merger, when issued and delivered, will be duly and validly issued, fully paid and nonassessable. The issuance and sale of such Holdings Common Stock, upon such issuance and sale, will either (a) have been registered or qualified under applicable federal and state securities laws or (b) be exempt therefrom.
Holdings Common Stock. At the Effective Time, automatically by virtue of the Merger and without any further action by any of the parties hereto or any other person, each share of Holdings Common Stock issued and outstanding and held by the Company immediately prior to the Effective Time shall be cancelled and cease to be issued or outstanding.
Holdings Common Stock. The term “Holdings Common Stock” means the common stock of Holdings.
Holdings Common Stock. The Holdings Common Stock to be sold on or before the Closing Date, when issued and delivered, will be duly and validly issued, fully paid and nonassessable. Except as set forth on SCHEDULE 5.1 annexed hereto, no stockholder of Holdings has or will have any preemptive rights to subscribe for any additional equity Securities of Holdings. The issuance and sale of such Holdings Common Stock, upon such issuance and sale, will either (a) have been registered or qualified under applicable federal and state securities laws or (b) be exempt therefrom.
Holdings Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of EPC Holdings Common Stock issued and outstanding immediately prior to the Merger shall be canceled and shall cease to exist without payment of any consideration therefor.
Holdings Common Stock. Subject to the provisions of Section 2.3 hereof, each share of Holdings Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares (as hereinafter defined)) and each treasury share, assuming the prior effectiveness of the Stock Split, shall be converted into a share of Surviving Corporation Common Stock (provided that if an exchange of certificates formerly representing Holdings Common Stock for certificates representing Surviving Corporation Common Stock is required by law or applicable rule or regulation, the parties will cause the Surviving Corporation to arrange for such exchange on a one share-for-one share basis). Following the Effective Time holders of such shares may obtain new certificates that bear the name "LabOne, Inc." and that reflect Missouri as the state of incorporation and a par value of $0.01 per share by delivering the old certificates to the Transfer Agent of the Surviving Corporation together with properly completed and executed transmittal documents specified by the Transfer Agent.
Holdings Common Stock. (a) Sellers are acquiring Holdings Common Stock for their own account, for investment purposes only and not with a view to resale or any other distribution thereof, in whole or in part. Sellers acknowledge and agree that they may not assign, sell, hypothecate or otherwise transfer the Holdings Common Stock unless (i) (A) a registration statement is in effect under the Securities Act with respect to such Holdings Common Stock or (B) a
Holdings Common Stock. The issuance of the shares of Holdings Common Stock pursuant hereto has been duly authorized by Holdings and, at closing, the shares of Holdings Common Stock to be delivered to Sellers pursuant hereto will be validly issued, fully paid and nonassessable. The issuance and delivery of the Holdings Common Stock is intended to be exempt from the provisions of Section 5 of the Securities Act. Neither Holdings, Buyer nor anyone acting on their behalf has taken any action with respect to the Holdings Common Stock or any securities similar to the Holdings Common Stock, or otherwise, that would cause the issuance and delivery of the Holdings Common Stock pursuant hereto not to be exempt from the provisions of Section 5 of the Securities Act or would require the registration of the issuance and delivery of such shares pursuant to this Agreement under the Securities Act or would violate any applicable state securities or blue sky laws.
Holdings Common Stock. Holdings Common Stock" means the common stock of Holdings, par value $0.01 per share.
