Issued Shares. The Acquiring Fund Shares to be issued and delivered to the Acquired Fund for the account of the Acquired Fund (and to be distributed immediately thereafter to its shareholders) pursuant to this Agreement, will have been duly authorized at the Effective Time. Said shares when issued and delivered will be registered under the 1933 Act, will be duly and validly issued, fully paid and non-assessable. No shareholder of the Acquiring Fund shall have any statutory or contractual preemptive right of subscription or purchase in respect thereof.
Issued Shares. The Acquiring Fund Shares to be issued and delivered to the Acquired Fund for the account of the Acquired Fund (and to be distributed immediately thereafter to its shareholders) pursuant to this Agreement, will have been duly authorized at the Effective Time. Said shares when issued and delivered will be registered under the 1933 Act, will be duly and validly issued, fully paid and non-assessable. No shareholder of the Acquiring Fund shall have any statutory or contractual preemptive right of subscription or purchase in respect thereof. The shareholders of the Acquired Fund shall not pay any front-end or deferred sales charge in connection with the Reorganization. The contingent deferred sales charge (“CDSC”) applicable to Class A and Class C shares of the Acquiring Fund issued in connection with the Reorganization will be calculated based on the CDSC schedule of Class A and Class C shares, respectively, of the Acquired Fund and, for purposes of calculating the CDSC, recipients of such Class A and Class C shares of the Acquiring Fund shall be deemed to have acquired such shares on the date(s) that the corresponding shares of the Acquired Fund were acquired by the shareholder.
Issued Shares. As at the date hereof and immediately prior to the Closing, the aggregate number of shares of Common Stock issued and which are issuable pursuant to any exercise, conversion, exchange, subscription or otherwise in connection with any warrants, options (including pursuant to the Company’s stock option plan), convertible securities or any agreement to sell or issue shares of Common Stock or securities which may be exercised, converted or exchanged for shares of Common Stock (collectively, “Fully-Diluted”) is 30,244,965. The Warrant Shares issuable upon exercise of the Warrants have been duly reserved for issuance and will constitute 8.75% of the Company’s Common Stock on a Fully-Diluted basis. All of the issued and outstanding shares of each of the Group Companies as of the Closing are duly authorized, validly issued, fully paid and non-assessable, were issued in accordance with the registration or qualification provisions of the Act and any relevant blue sky laws of the United States of America or pursuant to valid exemptions therefrom and were issued in compliance with other applicable laws (including, without limitation, applicable PRC laws, rules and regulations) and are not subject to any rescission right or put right on the part of the holder thereof nor does any holder thereof have the right to require the Company to repurchase such share capital.
Issued Shares. All shares of SHBI Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by SHBI in respect of the SHBI Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of SHBI Common Stock issuable pursuant to this Agreement. No dividends or other distributions in respect of the SHBI Common Stock shall be paid to any holder of any unsurrendered Certificate or Book-Entry Shares until such Certificate (or affidavits of loss in lieu of the Certificate as provided in Section 3.02(e)) or Book-Entry Shares are surrendered for exchange in accordance with this Article III. Subject to the effect of applicable laws, following the surrender of any such Certificate (or affidavits of loss in lieu of the Certificate as provided in Section 3.02(e)) or Book-Entry Shares, there shall be issued and/or paid to the holder of the certificates representing whole shares of SHBI Common Stock issued in exchange therefor, without interest, (A) at the time of such surrender, the dividends or other distributions with a record date at or after the Effective Time theretofore payable with respect to such whole shares of SHBI Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of SHBI Common Stock with a record date at or after the Effective Time but with a payment date subsequent to surrender.
Issued Shares. As at the date hereof and immediately prior to the Closing, the aggregate number of Ordinary Shares issued and which are issuable pursuant to any exercise, conversion, exchange, subscription or otherwise in connection with any outstanding warrants, options (including pursuant to the Company’s stock option plan), convertible securities or any agreement to sell or issue Ordinary Shares or securities which may be exercised, converted or exchanged for Ordinary Shares (collectively, “Fully-Diluted”) is 91,123,374. All of the issued and outstanding shares of each of the Group Company’s shares as of the Closing are duly authorized, validly issued, fully paid and non-assessable, were issued in accordance with the registration or qualification provisions of the Act and any relevant blue sky laws of the United States of America or pursuant to valid exemptions therefrom and were issued in compliance with other Applicable Law and are not subject to any rescission right or put right on the part of the holder thereof nor does any holder thereof have the right to require the Company to repurchase such share capital.
Issued Shares. Unless otherwise stated (such as where reference is made to “fully diluted share capital” or “fully diluted basis”), references to “issued share capital of the Company” shall refer to the issued share capital of the Company excluding Securities that have been issued, or are reserved or authorised for future issuance or grant under the Employee Stock Option Plans, or any employee share incentive, option, award or other similar plan which has been approved in accordance with this Agreement, the Articles and/or Applicable Law. Where the Agreement is silent on whether share percentages are calculated based on “fully diluted share capital” or “fully diluted basis”, it shall be assumed that such share percentages shall be calculated on the basis of the issued share capital of the Company.
Issued Shares. As at the close of business on September 9, 2008, 40,482,938 common shares and no preference shares of the Corporation were issued and outstanding as fully paid and non-assessable securities of the Corporation.
Issued Shares. Promptly following any vesting of these RSUs, the Company will issue the portion of Shares listed above that corresponds to the applicable vesting date in full settlement of such vested RSUs. All Shares will be issued in the name of the Grantee in book entry form only.
Issued Shares. At the Closing, the shares of Voting Common Stock issued to holders of the VANTAS Preferred Stock pursuant to the HQ Merger (i) will be validly issued, fully paid and nonassessable, (ii) will be free and clear of all Liens, other than any created by the holder thereof, and (iii) assuming the accuracy of the representations and warranties set forth in Section 5(A)(x), will be issued in compliance with the registration and qualification requirements of all applicable federal securities laws, as presently in effect. Upon the consummation of the Second Step Merger, the shares of Holdco Voting Common Stock issued to holders of Voting Common Stock pursuant to the Second Step Plan of Merger (i) will be validly issued, fully paid and nonassessable, (ii) will be free and clear of all Liens, other than any created by the Holder thereof and the restrictions imposed by the Stockholders Agreement and (iii) assuming the accuracy of the representations and warranties set forth in Sections 5(A)(x), will be issued in compliance with the registration and qualification requirements of all applicable federal securities laws, as presently in effect.
