Shares of Parent Common Stock. The Share Consideration will, when issued and delivered to the Company Stockholders pursuant to Section 3.1(a), be duly authorized, validly issued, fully paid, non-assessable, and free of all Liens or other encumbrances.
Shares of Parent Common Stock. The shares of Parent Common Stock issued by Parent to the Stockholders pursuant to Section 1.6(b), and this Section 1.8 shall be placed in a restrictive class bearing the following restrictive legend: THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN EXEMPTION FROM SUCH REGISTRATION UNDER SAID ACT. THE ISSUER OF THESE SHARES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR OTHER TRANSFER OTHERWISE COMPLIES WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
Shares of Parent Common Stock. The shares of Parent Common Stock will, when issued and delivered to the Company stockholders pursuant to Section 3.1A(a), be duly authorized, validly issued, fully paid, non-assessable, and free of all liens and other encumbrances of any kind or nature whatsoever.
Shares of Parent Common Stock. Subject to the deposit into escrow of ----------------------------- shares of Parent Common Stock contemplated under Section 2.8, at the Closing the Parent shall deliver to the Principal Shareholders the shares of Parent Common Stock issuable to the Principal Shareholders pursuant to Section 2.2(a) hereof.
Shares of Parent Common Stock. (f) Each issued and outstanding share of USRC Common Stock (as defined below) shall be converted into one (1) share of Utah Service Common Stock.
Shares of Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to the Merger will, when issued and delivered and the shares of Parent Common Stock to be issued pursuant to Company Warrants will, when issued and delivered to the holders thereof on payment of the consideration provided for therein, be duly authorized, validly issued, fully paid and nonassessable.
Shares of Parent Common Stock. Subject to the delivery of certificates referenced in Section 8.7, deposit into escrow of shares of Parent Common Stock contemplated under Sections 2.8 and 11.5 and pursuant to the employment and consulting agreements listed on Schedule 9.8, of the number of shares of Parent Common Stock set forth in such agreements, at the Closing the Parent shall deliver to the Shareholders of the Company the shares of Parent Common Stock issuable to the Shareholders of the Company pursuant to Section 2.2(a) hereof (subject to Section 2.2(c) hereof).
Shares of Parent Common Stock. Subject to the deposit into escrow of shares of Parent Common Stock contemplated under Section 2.8, on or prior to the date that the registration statement to be filed pursuant to Section 12.1(a) is declared effective by the SEC, the Parent shall deliver to each Holder of Company Common Stock who has delivered share certificates pursuant to Section 8.7 the shares of Parent Common Stock issuable to such Holders pursuant to Section 2.2(a) hereof.
Shares of Parent Common Stock. The shares of Parent Common Stock issued by Parent to the Holders pursuant to Section 1.6(b)(i), Section 1.6(c)(i) and Section 1.6(d)(i) and this Section 1.8 shall be placed in a restrictive class bearing the following restrictive legend: “THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE BENEFIT OF, U.S. PERSONS IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SHARES UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN EXEMPTION FROM SUCH REGISTRATION UNDER THE ACT. THE ISSUER OF THESE SHARES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR OTHER TRANSFER OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD, AS SET FORTH IN AN AGREEMENT, COPIES OF WHICH MAY BE OBTAINED FROM THE PRINCIPAL OFFICE OF THE COMPANY.” Parent agrees that it shall cause the above-mentioned restrictive legend (or the applicable paragraph thereof) to be removed from any shares of Parent Common Stock issued in the First Merger at such time as such shares are (i) registered under the Securities Act or otherwise qualify for exemption and/or (ii) no longer subject to the terms of the Lock-Up Agreements.
Shares of Parent Common Stock. The shares of Parent Common Stock issuable pursuant to this Agreement to the Equityholders who are Accredited Persons are intended to be issued pursuant to Section 4(a)(2) of the Securities Act, and/or Regulation D promulgated thereunder. The issuance of such Parent Common Stock to such Equityholders is not being registered with the SEC under the Securities Act or being qualified under any other applicable securities laws, but instead such shares of Parent Common Stock are being issued under an exemption or exemptions from the registration and qualification requirements of the Securities Act and any other applicable securities. The shares of Parent Common Stock issued by Parent to the Stock Recipients pursuant to this Article III shall be placed in a restrictive class and:
