PSC Common Stock Sample Clauses

PSC Common Stock. Parent owns, beneficially and of record, all of the issued and outstanding shares of Common Stock of PSC, free and clear of all liens and encumbrances. Parent has taken all such actions as may be required in its capacity as the sole shareholder of PSC to approve this transaction.
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PSC Common Stock. The PSC Common Stock issuable upon the conversion of the PIK Loans (i) has been set aside, reserved and allotted for issuance, (ii) has been authorized for issuance to the holders of the PIK Loans from time to time and (iii) upon issuance in accordance with the terms of the PIK Loans, shall be validly issued as fully paid and non-assessable. At all times that any Principal Amount remains outstanding under any PIK Loan, the Borrower shall use its best efforts to ensure that (i) the PSC Common Stock is listed and posted for trading on a national securities exchange registered under the Securities Exchange Act of 1934, as amended (a "National Securities Exchange") or the Nasdaq Stock Market ("Nasdaq"), (ii) the Borrower, from and after the Closing Date, will be and thereafter remain a reporting company under the Securities Exchange Act of 1934, as amended, and in each jurisdiction in which it is a reporting issuer, will remain a reporting issuer in good standing under all other Applicable Securities Legislation, and, in each case, shall timely make all filings thereunder, (iii) the PSC Common Stock to be issued on conversion of any PIK Loan will be Freely Tradeable, and (iv) at the relevant times and on exercise of the relevant conversion rights, promptly, diligently and in good faith comply and take all measures and actions necessary to comply at all times with Section 1.07.
Sample 1

Related to PSC Common Stock

  • 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.

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

  • Parent Common Stock At and after the Effective Time, each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock of the Surviving Corporation and shall not be affected by the Merger.

  • Common Stock 1 Company........................................................................1

  • Class A Common Stock Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock having a preference over or the right to participate with the Class A Common Stock with respect to the payment of dividends and other distributions in cash, stock of any corporation or property of the Corporation, the holders of Class A Common Stock shall be entitled to receive ratably, taken together as a single class, in proportion to the number of shares held by each such stockholder such dividends and other distributions as may from time to time be declared by the Board in its discretion out of the assets of the Corporation that are by law available therefor at such times and in such amounts as the Board in its discretion shall determine.

  • Class B Common Stock 2 Closing........................................................................5

  • Common Shares 4 Company...................................................................................... 4

  • Buyer Common Stock Except for shares of Buyer Common Stock owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares), which shall be converted into treasury stock of Buyer as contemplated by Section 1.4 hereof, the shares of Buyer Common Stock issued and outstanding immediately prior to the Effective Time shall be unaffected by the Merger and such shares shall remain issued and outstanding.

  • 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.

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