Valid Issuance of Parent Shares. The shares of Parent Common Stock to be issued pursuant to this Agreement will, when issued, be duly authorized, validly issued, fully paid and non-assessable.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Mitek Systems Inc), Agreement and Plan of Merger (Synchronoss Technologies Inc), Agreement and Plan of Merger and Reorganization (Blue Coat Systems Inc)
Valid Issuance of Parent Shares. The shares of Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement will, when issued, be duly authorized, validly issued, fully paid and non-assessable.
Appears in 3 contracts
Samples: Amended and Restated Agreement and Plan of Merger (Lenco Mobile Inc.), Agreement and Plan of Merger and Reorganization (Lenco Mobile Inc.), Combination Agreement (Equinix Inc)
Valid Issuance of Parent Shares. The shares of Parent Common Stock to be issued pursuant to this Agreement willShares, when issuedissued in accordance with this Agreement, will be duly authorized, validly issued, fully paid and non-assessableassessable shares of Parent Common Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Universal American Corp.), Agreement and Plan of Merger and Reorganization (Universal American Financial Corp), Agreement and Plan of Merger and Reorganization (Welsh Carson Anderson & Stowe Ix Lp)
Valid Issuance of Parent Shares. The shares of Parent Common Stock to be issued pursuant to this Agreement and pursuant to the Parent Warrants and Redemption Warrants will, when issued, be duly authorized, validly issued, fully paid and non-assessable.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (JK Acquisition Corp.), Agreement and Plan of Merger (JK Acquisition Corp.), Second Amended and Restated Agreement and Plan of Merger (JK Acquisition Corp.)
Valid Issuance of Parent Shares. The shares of Parent Common Stock to be issued pursuant to this Agreement will, if and when issued, be duly authorized, validly issued, fully paid and non-assessable.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Trizetto Group Inc), Agreement and Plan of Merger (Trizetto Group Inc)
Valid Issuance of Parent Shares. The shares of Parent Common ------------------------------- Stock to be issued pursuant to this Agreement will, when issued, be duly authorized, validly issued, fully paid and non-assessable, and issued in compliance with all applicable United States Federal and state securities laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Cacheflow Inc)
Valid Issuance of Parent Shares. The shares of Parent ------------------------------- Common Stock to be issued pursuant to this Agreement willwill be, when issued, be duly authorized, validly issued, fully paid and non-assessable.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Actuate Corp)
Valid Issuance of Parent Shares. The shares of Parent Common Stock to be issued pursuant to this Agreement will, when issued, be duly authorized, validly issued, fully paid and non-assessable, and issued in compliance with all applicable federal and state securities laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Genome Therapeutics Corp)
Valid Issuance of Parent Shares. The shares of Parent Common Stock to be issued pursuant to this Agreement will, when issued, be duly authorized, validly issued, fully paid and non-assessable, and assuming the accuracy of the Company’s representations, warranties and covenants hereunder and the accuracy of the Company Shareholders’ representations, warranties and covenants in the Shareholder Certificates, will be issued in compliance with all applicable Federal and state securities laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (DemandTec, Inc.)
Valid Issuance of Parent Shares. The shares of Parent ------------------------------- Common Stock to be issued pursuant to this Agreement will, when issued, be duly authorized, validly issued, fully paid and non-assessable.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Blue Coat Systems Inc)
