USFloral Stock Sample Clauses

USFloral Stock. The USFloral Stock to be delivered to the Stockholders -------------- at the Merger Effective Date, when delivered in accordance with the terms of this Agreement, will constitute valid and legally issued shares of USFloral capital stock, fully paid and nonassessable, and with the exception of restrictions upon resale, will be legally equivalent in all respects to the majority of USFloral Stock issued and outstanding as of the date hereof. The restrictions on resale imposed on the Stockholders are no more restrictive than those imposed on the stockholders of the other companies being acquired by USFloral prior to the IPO ("Founding Stockholders"). Furthermore, neither the Founding Stockholders nor Xxxxxx Xxxxxxx or Xxxxxxxx Xxxxxxx (i) have registration rights with respect to USFloral Stock that are superior to registration rights that the Stockholders have, or (ii) will have the right to include any USFloral Stock in the IPO.
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USFloral Stock. 18 7.3 Authorization................................................... 19 7.4
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USFloral Stock. The USFLORAL Stock to be delivered to the STOCKHOLDERS at -------------- the Merger Effective Date, when delivered in accordance with the terms of this Agreement, will constitute valid and legally issued shares of USFLORAL capital stock, fully paid and nonassessable, and with the exception of restrictions upon resale, will be legally equivalent in all respects to the majority of USFLORAL Stock issued and outstanding as of the date hereof. The restrictions on resale imposed on the STOCKHOLDERS are no more restrictive than those imposed on the stockholders of the other companies being acquired by USFLORAL prior to the IPO ("Founding Stockholders"). Furthermore, neither the Founding Stockholders nor Xxxxxx Xxxxxxx or Xxxxxxxx Xxxxxxx (i) have registration rights with respect to USFLORAL Stock that are superior to registration rights that the STOCKHOLDERS have, or (ii) will have the right to include any USFLORAL Stock in the IPO.
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USFloral Stock. 19 7.3 Authorization....................................................................................................19 7.4
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Related to USFloral Stock

  • Dividends; Capital Stock Declare or pay, directly or indirectly, any dividends or make any other distribution, or payment, whether in cash, property, securities or a combination thereof, with respect to (whether by reduction of capital or otherwise) any shares of capital stock (or any options, warrants, rights or other equity securities or agreements relating to any capital stock) of the Borrower, or set apart any sum for the aforesaid purposes (collectively, “Restricted Payments”), except that:

  • No Fractional Shares of Parent Common Stock (a) No certificates or scrip of shares of Parent Common Stock representing fractional shares of Parent Common Stock or book-entry credit of the same shall be issued upon the surrender for exchange of Certificates and such fractional share interests will not entitle the owner thereof to vote or to have any rights of a stockholder of Parent or a holder of shares of Parent Common Stock.

  • Shares of Common Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors.

  • 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.

  • Capital Stock Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, or the holders of any of the following securities, the following shall occur:

  • Xxxxx Stock The Company agrees that it will use commercially reasonable efforts to prevent the Company from becoming subject to Rule 419 under the Securities Act prior to the consummation of any Business Combination, including, but not limited to, using its best efforts to prevent any of the Company’s outstanding securities from being deemed to be a “xxxxx stock” as defined in Rule 3a51-1 under the Exchange Act during such period.

  • Shares The term “

  • Cancellation of Treasury Stock and Parent-Owned Stock Any shares of Company Common Stock that are owned by the Company as treasury stock, and any shares of Company Common Stock owned by Parent or Merger Sub, shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor.

  • Equity Shares Transferable shares of beneficial interest of the Corporation of any class or series, including common shares or preferred shares.

  • 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).

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