Parent Common Stock. The Parent Common Stock to be issued pursuant to the Merger has been duly authorized and will, when issued in accordance with this Agreement be validly issued, fully paid, and unassessable and will not be subject to any restrictions on resale under the Securities Act, other than restrictions imposed by Rule 145 under the Securities Act.
Appears in 8 contracts
Samples: Agreement and Plan of Merger and Reorganization (Xcarenet Inc), Agreement and Plan of Reorganization (Proxim Inc /De/), Agreement and Plan (Harbinger Corp)
Parent Common Stock. The shares of Parent Common Stock to be issued in the Merger pursuant to the Merger has been duly authorized and will, when issued in accordance with Article II of this Agreement shall at the Effective Time be duly authorized, validly issued, fully paid, and unassessable nonassessable and will not be subject to any restrictions on resale under in compliance with the Securities Act, other than restrictions imposed by Rule 145 under listing rules and regulations of the Securities ActAmerican Stock Exchange.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Wireless Telecom Group Inc), Agreement and Plan of Reorganization (Boonton Electronics Corp), Agreement and Plan of Reorganization (Boonton Electronics Corp)
Parent Common Stock. The Parent Common Stock to be allotted and issued pursuant to the Merger has been will be duly authorized authorized, and will, when the share certificates in respect of such Parent Common Stock are issued in accordance with this Agreement the terms hereof, will be validly issued, issued and fully paid, and unassessable and will not be subject to any restrictions on resale under the Securities Act, other than restrictions imposed by Rule 145 under the Securities Act.
Appears in 2 contracts
Samples: Escrow Agreement (Silicon Image Inc), Escrow Agreement (Silicon Image Inc)
Parent Common Stock. The Parent Common Stock to be issued pursuant to the Merger has been duly authorized and will, when issued in accordance with this Agreement Agreement, be validly issued, fully paid, paid and unassessable nonassessable and will not be subject to any restrictions on resale under the Securities Act, other than restrictions imposed by Rule 145 under the Securities Act.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Netscreen Technologies Inc), Agreement and Plan of Reorganization (Juniper Networks Inc)
Parent Common Stock. The Parent Common Stock to be issued pursuant to the Merger has been duly authorized and will, when issued and delivered in accordance with this Agreement be validly issued, fully paid, paid and unassessable and nonassessable will not be subject to any restrictions on resale under the Securities Act, other than restrictions imposed by Rule 145 promulgated under the Securities Act. III.4 SEC Filings; Parent Financial Statements.
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Parent Common Stock. The Parent Common Stock to be issued pursuant to ------------------- the Merger has been duly authorized and will, when issued in accordance with this Agreement be validly issued, fully paid, and unassessable and will not be subject to any restrictions on resale under the Securities Act, other than restrictions imposed by Rule 145 under the Securities Act.
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Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to in connection with the Merger has been duly authorized and willMerger, when issued in accordance with the terms and provisions of this Agreement Agreement, will be duly authorized, validly issued, fully paid, paid and unassessable non-assessable and will not be subject to any restrictions on resale under the Securities Act, preemptive or other than restrictions imposed by Rule 145 under the Securities Actstatutory right of stockholders.
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