Issuance of Merger Consideration. The issuance of the TCM Common Stock pursuant to the Merger has been duly authorized by all necessary corporate action and, when issued in accordance with the terms of this Agreement and the instruments pursuant to which they are issuable, such shares of TCM Common Stock will be duly authorized and validly issued, fully paid and non-assessable.
Issuance of Merger Consideration. In consideration of the issuance to Parent by the Surviving Corporation of shares of common stock of the Surviving Corporation pursuant to SECTION 2.1(a) hereof, Parent shall issue to the depositary for the Parent ADSs such number of Parent Ordinary Shares as is equal to the number of Shares outstanding immediately prior to the Effective Time multiplied by the Exchange Ratio under the Deposit Agreement to permit the issuance of Parent ADSs.
Issuance of Merger Consideration. The issuance and delivery of the Warrants and Parent Common Stock as part of the Merger Consideration in accordance with this Agreement shall be, at or prior to the Effective Time, duly authorized by all corporate action on the part of Parent, and when issued at the Effective Time as contemplated hereby, such shares of Parent Common Stock will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Parent. The Parent has reserved from its duly authorized capital the maximum number of shares of Parent Common Stock issuable pursuant to this Agreement.
Issuance of Merger Consideration. Upon surrender of a stock certificate representing shares of Company Common Stock to the Parent following the Effective Time, the holder of such shares shall be entitled to receive immediately in exchange therefore, the Merger Consideration for each share of Company Common Stock represented by such stock certificate.
Issuance of Merger Consideration. (i) Each share of the Capital Stock of the Company issued and outstanding immediately prior to the Effective Time, excluding any treasury shares and shares to be canceled pursuant to this Agreement (collectively, the "Company Shares"), shall be converted at the Effective Time, subject to the Share Combination to occur prior to the issuance of the Merger Consideration, into the right to receive 0.001919 shares (as may be adjusted from time to time based upon the actual number of fractional shares of Base Ten Common Stock repurchased by Base Ten as a result of the Share Combination; the "Exchange Ratio") of Base Ten Class A Common Stock (the "Merger Consideration"). Each certificate representing the Merger Consideration shall be stamped or otherwise imprinted with a restrictive legend indicating that the shares represented by such certificate have not been registered under the Securities Act and are not transferable unless subject to registration or an exemption therefrom, as set forth in an Opinion of Counsel acceptable to Base Ten. At the Effective Time, stockholders of the Company immediately prior to the Effective Time will own approximately 73.25% of the post merger outstanding shares of Base Ten and stockholders of Base Ten immediately prior to the Effective Time will own approximately 26.75% of the post merger outstanding shares of Base Ten, subject to the Share Combination All shares of Capital Stock of the Company owned directly or indirectly by the Company shall be canceled and retired and shall cease to exist and no capital stock of Base Ten, cash or other consideration shall be paid or delivered in exchange therefor.
Issuance of Merger Consideration. At the Closing, New Parent shall deliver to Holdings the Rio Grande Merger Consideration, in book-entry form, together with an executed certificate of the transfer agent of New Parent Common Stock certifying as to the book-entry issuance thereof or, if requested by Holdings, certificates of the New Parent Common Stock representing the Rio Grande Merger Consideration bearing customary legends noting that such securities constitute restricted securities under the Securities Act; provided, however, that in the event any Company LLC Interests are certificated, New Parent shall have no obligation to deliver the Rio Grande Merger Consideration to Holdings until Holdings delivers the certificates representing its Company LLC Interests to New Parent. No certificates or scrip representing fractional interests in New Parent Common Stock or book-entry credit of the same will be issued.
Issuance of Merger Consideration. The Buyer Common Stock and Buyer Preferred Stock to be paid to the shareholders of the Company pursuant to this Agreement have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and will not be issued in violation of any preemptive rights, rights of first refusal or similar rights. The Buyer Common Stock issuable upon conversion of the Buyer Preferred Stock has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Certificate of Designation will be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer, other than restrictions under this Agreement and the Stockholders' Agreement (as defined in Section 6.01(f)) and under applicable Securities Laws.
Issuance of Merger Consideration. In payment for the above-listed shares of Target common stock, please issue the Securities in the name of the undersigned and mail it to the undersigned at the address set forth below: Name(s): Mailing Address: Taxpayer Identification No. or SSN: Telephone No.: ( ) - SHAREHOLDER Signature: Printed Name: Dated: Signature: Printed Name: Dated: INSTRUCTIONS TO SHAREHOLDER You should complete, date, and sign this Letter of Transmittal and send it, together with your certificate(s) for Target common stock, to: One Stop Systems, Inc. 0000 Xxxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxxxx X. Xxxxxx, President An envelope addressed to Surviving Corporation is enclosed for your convenience. The signature(s) on the letter must correspond with the name(s) of the registered owner(s) of Target common stock. If certificates are owned of record by two or more joint owners, all such owners must sign the Letter of Transmittal. If the Letter of Transmittal is executed by an officer on behalf of a corporation or other entity, or by an executor, administrator, trustee, guardian, attorney, agent, or other person acting in a fiduciary or representative capacity, proper evidence of the authority to assign, sell, and transfer the shares should be forwarded with the surrendered certificates. Questions
Issuance of Merger Consideration. Promptly upon the surrender and delivery to TMP of the Transfer Documents by the Shareholders who are party to the Selling Shareholders' Agreement, TMP shall issue to such Shareholders TMP Common Stock representing 90% of the Merger Consideration with respect to the capital stock so surrendered (the "CLOSING SHARES") and shall deposit into an escrow account TMP Common Stock representing the remaining 10% of the Merger Consideration with respect to the capital stock so surrendered (the "ESCROWED SHARES") to be held in the escrow account until the Escrow Release Date (as defined in SECTION 2.2(c) below).
Issuance of Merger Consideration. The Per Share Merger Consideration being delivered by Parent hereunder shall be duly and validly issued, fully paid and nonassessable, and each such share or other security shall be issued free and clear of preemptive rights and all Liens, other than transfer restrictions under applicable securities laws, the Transaction Documents, and the Parent Organizational Documents. The Per Share Merger Consideration will be issued in compliance with all applicable securities Laws and other applicable Laws and without contravention of any other person’s rights therein or with respect thereto.
