Acquiror Shares. Acquiror hereby represents, warrants and covenants that the Acquiror 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.
Acquiror Shares. 2.1(a) Acquiror Subsidiary and Acquiror Subsidiaries................... 5.1
Acquiror Shares. (a) No fractional Acquiror Shares shall be issued to Former Company Shareholders. The number of Acquiror Shares to be issued to Former Company Shareholders shall be rounded down to the nearest whole Acquiror Share in the event that a Former Company Shareholder is entitled to a fractional share representing less than a whole Acquiror Share.
Acquiror Shares. The issuance, transfer, and delivery of the Acquiror Shares hereunder have been duly authorized by all required corporate action on the part of Acquiror, 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.
Acquiror Shares. All shares of Bank Common Stock that are owned by Acquiror, if any, shall be canceled and retired and shall cease to exist and no cash, Acquiror Common Stock or other consideration shall be delivered in exchange therefor.
Acquiror Shares. The Acquiror Shares to be delivered to Parent at the Closing shall be validly issued, fully paid and non-assessable and not issued in violation of any pre-emptive rights created by statute, the Acquiror’s Memorandum of Association or Bye-Laws or any Contract to which the Acquiror is a party or is otherwise bound, and will be issued in compliance with all applicable federal and state securities Laws.
Acquiror Shares. 4 4.5 No Violations or Consents................................... 5 4.6 Litigation.................................................. 5 4.7
Acquiror Shares. The Acquiror Shares to be issued in connection with the Merger have been duly authorized and, when issued as contemplated hereby at the Effective Time, will be validly issued, fully paid and non-assessable, and not subject to any preemptive rights or other rights or interests of third parties. 4.5
Acquiror Shares. The Acquiror Shares to be issued pursuant to the Arrangement have been duly authorized and reserved for issuance and, upon issuance, will be validly issued as fully paid and non-assessable shares in the capital of Acquiror, will not have been issued in violation of any pre-emptive rights or contractual rights to purchase securities, will be listed for trading on the NYSE, and will not be subject to any contractual or other restrictions on transferability or voting, provided that Acquiror Shares so issuable to any Persons that Acquiror reasonably determines to be an “affiliate” of Acquiror as such term is defined in Rule 144 under the U.S. Securities Act, or to have been such an “affiliate” in the 90 days prior to the date of issuance of such Acquiror Shares, shall be represented by a certificate bearing a restrictive legend.
Acquiror Shares. In connection with the payment of the Merger Consideration (as defined in the Merger Agreement), Kratos shall have duly authorized and issued Parent Shares (as defined in the Merger Agreement) in an amount sufficient to satisfy all of Kratos’ obligations under the Merger Agreement with respect to the conversion of the Company Shares (as defined in the Merger Agreement) into Parent Shares in accordance with the Merger Agreement as part of the Merger Consideration.
