Acquirer Common Stock. The shares of Acquirer Common Stock to be issued in the Merger in accordance with this Plan of Merger, when issued as contemplated by this Plan of Merger, will be validly issued, fully paid, and nonassessable shares.
Acquirer Common Stock. The shares of Acquirer Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable and subject to no preemptive rights.
Acquirer Common Stock. The Acquirer Common Stock to be --------------------- issued in accordance with Article II and the Acquirer Common Stock to be issued in accordance with Section 6.13 of this Agreement will be validly issued, fully paid and nonassessable and not subject to preemptive rights, and will be freely tradable, except for restrictions on transfer imposed by law or required in order to preserve pooling of interests accounting treatment of the Merger.
Acquirer Common Stock. The Acquirer Common Stock issued as Merger Consideration shall be, when issued in accordance with the terms of this Agreement, validly issued and outstanding, fully paid, nonassessable, free and clear of all Encumbrances other than the transfer and other restrictions set forth in the Securityholder Agreement and pursuant to any state or federal securities Laws.
Acquirer Common Stock. Acquirer will have at the Effective Time sufficient authorized but unissued shares of Acquirer Common Stock to issue the Reinvestment Shares and any shares of Acquirer Common Stock pursuant to the exercise of any Assumed Options. When issued in accordance with the terms of this Agreement, the Assumed Options (and any Acquirer Common Stock issuable upon the exercise of such Assumed Options) and the Reinvestment Shares will be duly and validly issued in accordance with all Applicable Laws, will be fully paid and nonassessable, will be free and clear of any Encumbrances imposed by Acquirer or its Affiliates and will not be subject to preemptive rights or similar rights of stockholders, except as set forth in any applicable Reinvestment Agreement and for restrictions on transfer arising under securities Applicable Laws.
Acquirer Common Stock. (a) The Stock Consideration has been duly authorized for issuance pursuant to this Agreement and, when issued and delivered by Acquirer pursuant to this Agreement, will be validly issued, fully paid and nonassessable and the issuance and sale of the Stock Consideration is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Stock Consideration or any restrictions on transfer other than the restrictions under this Agreement and applicable federal and state securities laws.
Acquirer Common Stock. Acquirer agrees that all shares of Acquirer Common Stock constituting the Option Price issuable hereunder and all shares of Acquirer Common Stock issuable in connection with the Acquisition shall not be subject to resale restrictions (other than as set forth in Section 2.6) and shall be registered under United States securities laws at the time of their issuance to the Shareholder.
Acquirer Common Stock. The shares of Acquirer Common Stock to be issued by the Acquirer pursuant to Section 1.8(a)(ii)(B) shall be (i) freely tradable and issued without legends (except if issued pursuant to a Private Placement in accordance with Section 5.2, in which case such shares shall be issued in compliance with Section 4(2) of the Securities Act), and (ii) approved for listing upon the Effective Time on NASDAQ or the New York Stock Exchange.
