VeriChip Common Stock Sample Clauses

VeriChip Common Stock. Before any Merger Consideration can be paid with VeriChip Common Stock, VeriChip Corporation must become a party to this Agreement as provided under Section 2.7. If this occurs and ADSX pays any portion of the Merger Consideration, in whole or in part in its sole discretion, with VeriChip Common Stock and such VeriChip Common Stock is not registered on the date of issuance, VeriChip will agree to take reasonable best efforts to file a registration statement on Form S-1 or, if available, Form S-2 or S-3 , including any amendments or supplements thereto (“Registration Statement”) with the SEC under the Securities Act to register all of the VeriChip Common Stock delivered and to be delivered to the Holders as Initial Consideration and Earn Out Payments January 14, 2008 Page 20 and to cause such registration to become effective as soon as practicable following the filing thereof, but in no event later than ninety (90) days, following the date of Closing (“Registration Deadline”). If the Registration Statement is not declared effective by the Registration Deadline, VeriChip shall use its reasonable best efforts to cause the Registration Statement to become effective as soon as practicable. VeriChip shall use its reasonable best efforts to maintain the effectiveness of the Registration Statement until the earlier of the date on which all of the VeriChip Common Stock eligible for resale thereunder have been publicly sold pursuant to the Registration Statement or can be sold without volume restrictions pursuant to Rule 144. VeriChip shall use its reasonable best efforts to register and qualify the sale of the VeriChip Common Stock covered by the Registration Statement, if not exempt, under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided, that VeriChip shall not be required in connection therein or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.
Sample 1
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Related to VeriChip Common Stock

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Common Stock 1 Company........................................................................1

  • Parent Common Stock At and after the Effective Time, each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock of the Surviving Corporation and shall not be affected by the Merger.

  • Company Common Stock “Company Common Stock” shall mean the Common Stock, par value $0.001 per share, of the Company.

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

  • Class A Common Stock Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock having a preference over or the right to participate with the Class A Common Stock with respect to the payment of dividends and other distributions in cash, stock of any corporation or property of the Corporation, the holders of Class A Common Stock shall be entitled to receive ratably, taken together as a single class, in proportion to the number of shares held by each such stockholder such dividends and other distributions as may from time to time be declared by the Board in its discretion out of the assets of the Corporation that are by law available therefor at such times and in such amounts as the Board in its discretion shall determine.

  • Purchaser Common Stock Each share of common stock, par value $0.001 per share, of the Purchaser (the “Purchaser Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Class B Common Stock 2 Closing........................................................................5

  • Buyer Common Stock Except for shares of Buyer Common Stock owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares), which shall be converted into treasury stock of Buyer as contemplated by Section 1.4 hereof, the shares of Buyer Common Stock issued and outstanding immediately prior to the Effective Time shall be unaffected by the Merger and such shares shall remain issued and outstanding.

  • 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.

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