Parent Common Stock and Warrants Sample Clauses

Parent Common Stock and Warrants to Purchase Shares of Parent Common Stock. The entire authorized capital stock of Parent consists of 500,000,000 shares of Common Stock, $.001 par value per share, of which 54,520,000 shares are issued and outstanding as of March 5, 2014 and a maximum of 4,200,000 shares will be issued and outstanding as of the consummation of the Merger, and 10,000,000 shares of Preferred Stock, $.001 par value per share, none of which are issued or outstanding. In addition, as of the date of this Agreement, Parent has issued warrants to purchase 3,500,000 shares of Parent Common Stock and as of the consummation of the Merger, Parent will have outstanding warrants to purchase 3,500,000 shares of Parent Common Stock, all of which shall be exercisable for a period of five (5) years at an exercise price of $1.50 per share. All outstanding shares of Parent Common Stock are validly issued, fully paid, non-assessable and not subject to any preemptive rights, or to any agreement to which Parent is a party or by which Parent may be bound that would conflict with the obligations of Parent under this Agreement or the transactions contemplated hereby. The shares of Parent Common Stock to be issued pursuant to the terms of this Agreement are validly authorized and reserved for issuance and, when such shares of Parent Common Stock have been duly delivered pursuant to the terms of this Agreement, will be fully paid and non-assessable and issued in compliance with all applicable securities laws and other applicable Legal Requirements, and will not have been issued in violation of any preemptive or similar right of any stockholder of Parent or other Person. The shares of Parent Common Stock issued in the Merger shall have the right to be voted in the election of directors of Parent.
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Parent Common Stock and Warrants. At the Effective Time, each share of Parent Common Stock and each Parent Warrant then issued and outstanding shall remain issued, outstanding and unchanged.
Sample 1
Parent Common Stock and Warrants. The shares of Parent Common Stock and Parent 2011 Warrants and Parent 2012 Warrants to be issued pursuant to the Merger have been duly authorized and when issued and delivered in accordance with this Agreement will be validly issued, fully paid and non-assessable and free of any Liens (other than Liens (i) described in any legend required by this Agreement, the Parent 2011 Warrants or the Parent 2012 Warrants to be placed on any shares of Parent Common Stock, (ii) set forth in the Parent 2011 Warrants or the Parent 2012 Warrants, (iii) arising under applicable securities Laws, (iv) set forth in this Agreement, the Escrow Agreement or the Letter of Transmittal or (v) created or caused to be created by the recipient thereof). The shares of Parent Common Stock will be transferred from treasury in compliance in all material respects with applicable securities Laws, assuming the accuracy of representations and warranties related to the status of each holder of Company Series B Preferred Stock as an Accredited Investor. The Parent Common Stock underlying Parent 2011 Warrants and Parent 2012 Warrants have been duly and validly authorized and reserved for issuance upon exercise of such warrants and when issued and delivered in accordance with the terms of such warrants will be validly issued, fully paid and non-assessable and free of any Liens (other than Liens (i) described in any legend required by this Agreement, the Parent 2011 Warrants or the Parent 2012 Warrants to be placed on any shares of Parent Common Stock, (ii) set forth in the Parent 2011 Warrants or the Parent 2012 Warrants, (iii) arising under applicable securities Laws, (iv) set forth in this Agreement or (v) created or caused to be created by the recipient thereof).
Sample 1

Related to Parent Common Stock and Warrants

  • 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

  • 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.

  • 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.

  • 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).

  • Parent Shares All of the Parent Shares issuable in accordance with this Agreement will be, when so issued, duly authorized, validly issued, fully paid and non-assessable and free and clear of any liens (other than those created under federal and state securities laws or the Voting Agreement) and not subject to preemptive or other similar rights of the stockholders of Parent.

  • Stock Options and Warrants At the Effective Time of the Merger, each outstanding option to purchase Company Common Stock (each, a "Company Stock Option"), whether or not granted under the Company Option Plan, and all outstanding warrants to purchase Company Common Stock the outstanding whether or not vested, shall by virtue of the Merger be assumed by Parent. Each Company Stock Option and Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b).

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

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