Common use of Parent Stock Clause in Contracts

Parent Stock. Parent agrees that it will cause the Parent Common Stock (or Series A Preferred Stock, as the case may be) into which the Company Common Stock is converted at the Effective Time pursuant to Sections 1.06(a)(ii) to be available for such purposes. Parent further covenants that immediately following the Effective Time, Parent will effect cancellations of certain of its outstanding shares of Parent Common Stock and that there will be no more than 11,000,000 pre-Merger shares of Parent Common Stock issued and outstanding, and that no other pre-Merger common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding, except as described herein.

Appears in 2 contracts

Samples: Agreement of Merger and Plan of Reorganization (Bullfrog Gold Corp.), Agreement of Merger and Plan of Reorganization (Bullfrog Gold Corp.)

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Parent Stock. Parent agrees that it will cause the Parent Common Stock (or Series A Preferred Stock, as the case may be) into which the Company Common Stock is converted at the Effective Time pursuant to Sections Section 1.06(a)(ii) to be available for such purposes. Parent further covenants that immediately following the Effective Time, Parent will effect cancellations of certain of its outstanding shares of Parent Common Stock and that there will be no more than 11,000,000 3,305,000 pre-Merger shares of Parent Common Stock issued and outstanding, and that no other pre-Merger common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding, except as described herein.

Appears in 1 contract

Samples: Agreement of Merger and Plan of Reorganization (Active With Me Inc.)

Parent Stock. Parent agrees that it will cause the Parent Common Stock (or Series A Preferred Stock, as the case may be) into which the Company Common Stock is converted at the Effective Time pursuant to Sections 1.06(a)(ii) to be available for such purposes. Parent further covenants that immediately following the Effective Time, Parent will effect cancellations of certain of its outstanding shares of Parent Common Stock and that there will be no more than 11,000,000 1,083,333 pre-Merger shares of Parent Common Stock issued and outstanding, and that no other pre-Merger common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding, except as described herein.

Appears in 1 contract

Samples: Agreement of Merger and Plan of Reorganization (Waxess Holdings, Inc.)

Parent Stock. Parent agrees that it will cause the Parent Common Stock (or Series A Preferred Stock, as the case may be) into which the Company Common Stock is converted at the Effective Time pursuant to Sections 1.06(a)(ii) to be available for such purposes. Parent further covenants that immediately following prior to the Effective Time, Parent will effect cancellations of certain of its outstanding shares of Parent Common Stock and that there will be no more than 11,000,000 75,974,700 pre-Merger shares of Parent Common Stock issued and outstandingoutstanding (51,000,000 shares of which will be cancelled immediately following the Closing pursuant to that certain stock purchase agreement by and between the Parent and Xxxxxxx Xxxxxx), and that no other pre-Merger common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding, except as described herein.

Appears in 1 contract

Samples: Agreement of Merger and Plan of Reorganization (Blue Calypso, Inc.)

Parent Stock. Parent agrees that it will cause the Parent Common Stock (or Series A Preferred Stock, as the case may be) into which the Company Common Stock is are converted at the Effective Time pursuant to Sections 1.06(a)(ii) to be available for such purposes. Parent further covenants that immediately following prior to the Effective Time, Parent will effect cancellations of certain of its outstanding shares of Parent Common Stock and that there will be no more than 11,000,000 117,792,535 pre-Merger shares of Parent Common Stock issued and outstanding, 111,545,535 shares of which will be cancelled contemporaneously with the Closing, and that no other pre-Merger common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding, except as described herein.

Appears in 1 contract

Samples: Agreement of Merger and Plan of Reorganization (CannLabs, Inc.)

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Parent Stock. Parent agrees that it will cause the Parent Common Stock (or Series A Preferred Stock, as the case may be) into which the Company Common Stock is converted at the Effective Time pursuant to Sections 1.06(a)(ii) to be available for such purposes. Parent further covenants that immediately following prior to the Effective Time, Parent will effect cancellations of certain of its outstanding shares of Parent Common Stock and that there will be no more than 11,000,000 2,071,641 pre-Merger shares of Parent Common Stock issued and outstanding, and that no other pre-Merger common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding, except as described herein.

Appears in 1 contract

Samples: Agreement of Merger and Plan of Reorganization (Ip Technology Services, Inc.)

Parent Stock. Parent agrees that it will cause the Parent Common Stock (or Series A Preferred Stock, as the case may be) into which the Company Common Stock is converted at the Effective Time pursuant to Sections Section 1.06(a)(ii) to be available for such purposes. Parent further covenants that immediately following the Effective Time, Parent will effect cancellations of certain of its outstanding shares of Parent Common Stock and that there will be no more than 11,000,000 20,851,336 pre-Merger shares of Parent Common Stock issued and outstanding, and that no other pre-Merger common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding, except as described herein.

Appears in 1 contract

Samples: Agreement of Merger and Plan of Reorganization (Be Active Holdings, Inc.)

Parent Stock. Parent agrees that it will cause the Parent Common Stock (or Series A and Parent Preferred Stock, as the case may be) Stock into which the Company Common Stock and Company Preferred Stock is converted at the Effective Time pursuant to Sections 1.06(a)(ii1.06(a)(ii)and 1.06(a)(iii) to be available for such purposes. Parent further covenants that immediately following the Effective Time, Parent will effect cancellations of certain of its outstanding shares of Parent Common Stock and that there will be no more than 11,000,000 6,110,000 pre-Merger shares of Parent Common Stock issued and outstanding, and that no other pre-Merger common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding, except as described herein.

Appears in 1 contract

Samples: Agreement of Merger and Plan of Reorganization (Stratex Oil & Gas Holdings, Inc.)

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