Parent Common Stock and Parent Preferred Stock Sample Clauses

Parent Common Stock and Parent Preferred Stock. Parent shall reserve a sufficient number of shares of Parent Common Stock and Parent Preferred Stock to complete the conversion and exchange of Company Capital Stock into Parent Capital Stock contemplated by Sections 3.1 and 3.2 hereof. Parent covenants and agrees that immediately prior to the Effective Time there will be 6,759,300 shares of Parent Common Stock issued and outstanding, and that no other common or preferred stock or equity securities of the Parent, or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or equity securities of the Parent, shall be issued or outstanding immediately prior to the Effective Time, except as disclosed herein.
Sample 1See All (4)
AutoNDA by SimpleDocs
Parent Common Stock and Parent Preferred Stock. Parent covenants and agrees that it shall cause (a) the maximum aggregate number of shares of Parent Common Stock (i) into which the Company Common Stock is to be converted at the Effective Time pursuant to Section 1.5(a)(ii), (ii) into which the shares of Parent Preferred Stock (A) issuable at the Closing pursuant to Section 1.5(a)(ii), and (B) issuable at the closing of the Private Placement, shall be convertible, (iii) for which each of the Xxxx Warrant and the Private Placement Warrants shall be exercisable, (iv) which shall be issuable as Reset Shares (as defined in the Purchase Agreement), pursuant to the terms of the Purchase Agreement, and (v) for which the Reset Warrants (as defined in the Purchase Agreement), if any, shall be exercisable, subject to the limitations on conversion, exercise and issuance thereof prior to the Reverse Split, as applicable, and (b) the maximum aggregate number of shares of Parent Preferred Stock (x) into which the Company Common Stock is to be converted at the Effective Time pursuant to Section 1.5(a)(ii), and (y) to be issued pursuant to the Private Placement, to be reserved for issuance and available for such purpose.
Sample 1

Related to Parent Common Stock and Parent Preferred 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.

  • Series B Preferred Stock Section 1.2(d)......................... 5 Shares............................ Section 3.2(a).........................

  • Series A Preferred Stock On the Closing Date, each Subscriber shall purchase and the Company shall sell to each such Subscriber, the number of shares of Preferred Stock designated on such Subscriber’s signature page hereto for such Subscriber’s Purchase Price indicated thereon.

  • Company Preferred Stock “Company Preferred Stock” shall mean the Preferred Stock, $0.001 par value per share, of the Company.

  • Merger Sub Stock Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Conversion of Company Preferred Stock The Company shall have completed the conversion of all issued and outstanding Company Preferred Stock to Company Common Stock.

  • Conversion of Merger Sub Common Stock At the Effective Time, 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 one fully paid and nonassessable share of common stock, par value $0.01 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.

Time is Money Join Law Insider Premium to draft better contracts faster.