Shares of Buyer Stock Sample Clauses

Shares of Buyer Stock. On the Closing Date, and immediately prior to the effectiveness of the Merger, the Buyer shall issue and sell to each Contributor, in exchange for such Contributor's contribution of shares pursuant to Section 1, the number of shares of the Buyer Common Stock and the Buyer Series A Stock set forth opposite such Contributor's name on Schedule 1 under the respective headings "Buyer Common Stock Issued to Contributor" and "Buyer Series A Stock Issued to Contributor." On the Closing Date, the Buyer shall deliver to each Contributor a certificate or certificates evidencing the shares of the Buyer Common Stock and the Buyer Series A Stock, as applicable, to be issued to such Contributor pursuant to this Section 2.
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Shares of Buyer Stock. (A) If the Buyer elects to make payment in cash, then the Buyer shall issue each Company Shareholder his pro-rata share of the Earnout, subject to escrow as above.
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Shares of Buyer Stock. The shares of Buyer Stock which constitute --------------------- the Share Consideration to be issued pursuant to this Agreement shall be duly authorized, validly issued, fully paid and nonassessable.
Sample 1
Shares of Buyer Stock. The shares of Buyer Stock to be issued to the Stockholders in the Merger, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and subject to no preemptive rights. As of the date hereof there are, and as of the Closing there will be, sufficient authorized and unissued shares of Buyer Stock to enable Buyer to issue in the Merger the portion of the Initial Purchase Price consisting of common shares of Buyer.
Sample 1

Related to Shares of Buyer Stock

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Acquired Shares Any Shares or other voting securities of the Bank with respect to which beneficial ownership is acquired by Shareholder or its affiliates, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such Shares or upon exercise or conversion of any securities of the Bank, if any, after the date hereof shall automatically become subject to the terms of this Agreement.

  • Merger Shares The Merger Shares have been duly authorized and, when issued in consideration for the conversion of the Company Shares, as a result of the Merger and pursuant to the terms hereof, will be validly issued, fully paid and non-assessable, and not subject to any liens, pledges, charges, encumbrances, restrictions of any kind, preemptive rights or any other rights or interests of third parties or any other encumbrances, except for applicable securities law restrictions on transfer, including those imposed by Regulation D or Section 4(2) of the Securities Act and Rule 144 promulgated under the Securities Act and under applicable “blue sky” state securities laws. Assuming that all of the holders of Company Shares are “accredited investors,” as such term is defined in Regulation D promulgated under the Securities Act, and that all such Persons have complied with all of the terms and conditions of this Agreement, the offer and sale of the Merger Shares under this Agreement will be exempt from the registration requirements of the Securities Act and in compliance with all federal and state securities laws.

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

  • 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).

  • Shares The term “

  • Purchaser Shares The issuance, transfer, and delivery of the Purchaser Shares hereunder have been duly authorized by all required corporate action on the part of Purchaser, and when issued, transferred, and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, free and clear of all Encumbrances.

  • Purchase and Sale of Preferred Shares and Warrants 1.1.1. On or prior to the Initial Closing, as hereinafter defined, the Company shall adopt and file the Certificate of Designation with the Secretary of State of the State of Delaware and authorize, execute and deliver the Warrant Agreement.

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