Common use of VPI STOCK Clause in Contracts

VPI STOCK. At the time of issuance thereof, the VPI Stock to be delivered to the STOCKHOLDERS pursuant to this Agreement will constitute valid and legally issued shares of VPI, fully paid and nonassessable, and with the exception of restrictions upon resale set forth in Sections 15 and 16 hereof, will be identical in all material and substantive respects to the VPI Stock issued and outstanding as of the date hereof and the VPI Stock to be issued pursuant to the Other Agreements by reason of the provisions of the Delaware GCL. The shares of VPI Stock to be issued to the STOCKHOLDERS pursuant to this Agreement will not be registered under the 1933 Act, except as provided in Section 17 hereof.

Appears in 12 contracts

Samples: Agreement and Plan of Organization (Vacation Properties International Inc), Agreement and Plan of Organization (Vacation Properties International Inc), Agreement and Plan of Organization (Vacation Properties International Inc)

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VPI STOCK. At the time of issuance thereof, the VPI Stock to be delivered to the STOCKHOLDERS STOCKHOLDER pursuant to this Agreement will constitute valid and legally issued shares of VPI, fully paid and nonassessable, and with the exception of restrictions upon resale set forth in Sections 15 and 16 hereof, will be identical in all material and substantive respects to the VPI Stock issued and outstanding as of the date hereof and the VPI Stock to be issued pursuant to the Other Agreements by reason of the provisions of the Delaware GCL. The shares of VPI Stock to be issued to the STOCKHOLDERS STOCKHOLDER pursuant to this Agreement will not be registered under the 1933 Act, except as provided in Section 17 hereof.

Appears in 1 contract

Samples: Agreement and Plan of Organization (Vacation Properties International Inc)

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VPI STOCK. At the time of issuance thereof, the VPI Stock to be delivered to the STOCKHOLDERS upon exchange of Dividend Access Shares pursuant to this Agreement will constitute valid and legally issued shares of VPI, fully paid and nonassessable, and with the exception of restrictions upon resale set forth in Sections 15 and 16 hereof, will be identical in all material and substantive respects respects, except with respect to voting rights, to the VPI Stock issued and outstanding as of the date hereof and the VPI Stock to be issued pursuant to the Other Agreements by reason of the provisions of the Delaware GCL. The shares of VPI Stock to be issued to the STOCKHOLDERS pursuant to this Agreement will not be registered under the 1933 Act, except as provided in Section 17 hereof.

Appears in 1 contract

Samples: Agreement and Plan of Organization (Vacation Properties International Inc)

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