The Company Shares. The Company shall deliver to the Selling Stockholders on the Closing Date original certificates evidencing the Company Shares, in form and substance satisfactory to the Selling Stockholders, in order to effectively vest in the Selling Stockholders all right, title and interest in and to the Company Shares. From time to time after the Closing Date, and without further consideration, the Company will execute and deliver such other instruments and take such other actions as the Selling Stockholders may reasonably request in order to facilitate the issuance to them of the Company Shares.
The Company Shares. Except as to those shares outstanding, the Company has not granted any other rights nor incurred any other commitments to purchase, acquire, convert or exchange any other securities for common or preferred shares of the Company and there are no other contracts, commitments, agreements, understandings, arrangements or restrictions that require the Company to issue, sell or deliver any of its stock or other securities. The Company has sufficient authorized, unissued shares of its common stock to consummate the transactions contemplated herein, and such stock bears no restriction on issuance that would prohibit issuance to the shareholders as contemplated herein.
The Company Shares. All of the Company Shares to be issued pursuant to this Agreement have been or will be duly authorized and will be validly issued, fully paid and non-assessable and no personal liability will attach to the ownership thereof.
The Company Shares. Each Selling Stockholder shall deliver to CLUSONE at the Closing Date certificates evidencing all of the Company Shares owned by the Selling Stockholder, along with duly executed stock powers in form and substance satisfactory to CLUSONE, in order to effectively vest in CLUSONE all right, title and interest in and to the Company Shares owned by the Selling Stockholder. From time to time after the Closing Date, and without further consideration, the Selling Stockholders will execute and deliver such other instruments of transfer and take such other actions as CLUSONE may reasonably request in order to more effectively transfer to CLUSONE the securities intended to be transferred hereunder.
The Company Shares. The Shares upon issuance:
The Company Shares. Buyer shall have received the stock certificates representing all of the Company Shares, duly endorsed in blank or with duly executed stock powers attached, in proper form for transfer.
The Company Shares. Purchaser warrants and represents that the Purchaser is authorized to issue the Company Shares, and that the Company Shares, when issued, are free and clear of all liens, pledges, hypothecations, options, contracts and other encumbrances.
The Company Shares. Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding following the Effective Time and shall be unchanged by the Merger.
The Company Shares. The Company Shares, when issued by the Company to the TCC Holders, will be validly issued, fully paid and non-assessable, free and clear of any and all Encumbrances and the TCC Holders will hold good, valid and marketable title to the Company Shares.
The Company Shares. Such Company Investor has, or in the case of shares to be issued pursuant to the Company Reorganization transactions, will have good and valid title to the Company Shares set forth next to such Company Investor’s name on Section 3.2(a) of the Company Disclosure Letter as of the date or time specified thereon, as applicable, free and clear of all Liens. Other than this Agreement, such Company Shares and Company OP Units are not subject to any voting trust agreement or other contract, including any contract restricting or otherwise relating to the voting, dividend rights or disposition of such Company Shares (except as contemplated by the Company Reorganization).
