Acquirer Shares Sample Clauses

Acquirer Shares. (a) Section 10.2 of the Agreement is hereby amended and restated to read in full as follows:
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Acquirer Shares. The Acquirer Shares have been duly authorized for issuance and, if and when delivered by Acquirer in accordance with the provisions of this Agreement, will be validly issued fully paid and nonassessable. The issuance of the Acquirer Shares pursuant to this Agreement is not subject to any preemptive or similar rights.
Acquirer Shares. The Acquirer Shares are free and clear of all Encumbrances, other than the Encumbrance, if any, that may arise by the execution by Acquirer of this Agreement. The delivery to Seller of the Acquirer Shares pursuant to the provisions of this Agreement will transfer to Seller valid title thereto, free and clear of any and all Encumbrances. As of the Closing Date, the Acquirer Shares will have been duly authorized, validly issued, fully paid and non-assessable.
Acquirer Shares. The Acquirer Shares, when issued to Sellers pursuant to this Agreement, will be duly authorized, validly issued, and fully paid and non-assessable.
Acquirer Shares. Acquirer hereby represents, warrants and covenants that the Acquirer Shares issuable to Beneficiaries as described herein will be duly authorized and validly issued, fully paid and non-assessable and shall be free and clear of any lien, claim or encumbrance.
Acquirer Shares. (a) The authorized capital stock of Acquirer consists of (i) 25,000,000 shares of common stock, $.001 par value per share, of which, as of June 30, 2003, 7,620,907 shares are issued and outstanding and (ii) 10,000,000 shares of preferred stock, $.10 par value per share, of which no shares are issued or outstanding.

Related to Acquirer Shares

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Acquired Shares Any Shares or other voting securities of the Bank with respect to which beneficial ownership is acquired by Shareholder or its affiliates, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such Shares or upon exercise or conversion of any securities of the Bank, if any, after the date hereof shall automatically become subject to the terms of this Agreement.

  • Merger Shares The Merger Shares have been duly authorized and, when issued in consideration for the conversion of the Company Shares, as a result of the Merger and pursuant to the terms hereof, will be validly issued, fully paid and non-assessable, and not subject to any liens, pledges, charges, encumbrances, restrictions of any kind, preemptive rights or any other rights or interests of third parties or any other encumbrances, except for applicable securities law restrictions on transfer, including those imposed by Regulation D or Section 4(2) of the Securities Act and Rule 144 promulgated under the Securities Act and under applicable “blue sky” state securities laws. Assuming that all of the holders of Company Shares are “accredited investors,” as such term is defined in Regulation D promulgated under the Securities Act, and that all such Persons have complied with all of the terms and conditions of this Agreement, the offer and sale of the Merger Shares under this Agreement will be exempt from the registration requirements of the Securities Act and in compliance with all federal and state securities laws.

  • Transferred Shares A Co-Sale Holder shall effect its participation in the co-sale by promptly delivering to the Selling Shareholder for transfer to the prospective purchaser instrument(s) of transfer executed by such Co-Sale Holder and one or more certificates, properly endorsed for transfer, which represent:

  • Company Securities Section 3.2(a)........................................11

  • Target Shares Seller holds of record and owns beneficially the number of Target Shares set forth next to his name in §4(b) of the Disclosure Schedule, free and clear of any restrictions on transfer (other than any restrictions under the Reserve Bank of India “RBI”, FEMA and ROC), taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Seller is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require Seller to sell, transfer, or otherwise dispose of any capital stock of Target. Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Target.

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

  • Purchaser Shares The issuance, transfer, and delivery of the Purchaser Shares hereunder have been duly authorized by all required corporate action on the part of Purchaser, and when issued, transferred, and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, free and clear of all Encumbrances.

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

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