Buyer Shares. Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.
Buyer Shares. The Buyer Shares have been duly authorized, will be, when issued, validly issued, fully paid, nonassessable, and validly existing, free and clear of any Liabilities and other encumbrances and restrictions, except as set forth herein.
Buyer Shares. The Buyer Shares, when issued as provided in this Agreement, will be duly authorized and validly issued, fully paid and nonassessable and will be free of restrictions on transfer, other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.
Buyer Shares. Buyer holds, and will be transferring good, valid and full title to the Buyer Shares free and clear of any and all Encumbrances, but subject to the escrow contemplated in Section 2.
Buyer Shares. In connection with the issuance of the Buyer Shares contemplated by this Agreement, each Selling Party represents and warrants as follows:
Buyer Shares. As a result of the Merger, the Stock Split shall be effected with respect to each Buyer Share issued and outstanding at and as of the Effective Time. Each Buyer Share will remain issued and outstanding. Xxxxxxx Xxxx shall contribute all of her shares to the Surviving Corporation upon effectiveness of the Merger and they shall be immediately cancelled. Any share certificates outstanding prior to the Merger that purport to give effect to the Stock Split shall be deemed to represent only that number of Buyer Shares prior to the Merger.
Buyer Shares. The Buyer Shares to be issued by Buyer at the Closing have been duly authorized for such issuance and, when issued and delivered by Buyer in accordance with the provisions of this Agreement, will be validly issued, fully paid, and nonassessable. The issuance of the Buyer Shares under this Agreement is not subject to any preemptive or similar rights.
Buyer Shares. (a) Each Seller is aware of the Buyer’s business affairs and financial condition and has acquired sufficient information about Buyer to reach an informed and knowledgeable decision to acquire the Buyer Shares issuable to it pursuant to this Agreement. Such Seller is acquiring the Buyer Shares for such Seller’s own account for investment purposes only and not with a view to, or for the resale in connection with, any “distribution” thereof for purposes of the Securities Act of 1933, as amended (the “Securities Act”).
Buyer Shares. At the Closing, the Buyer shall have delivered to the Globisens Shareholders (or the Common Stock Trustee) good and exclusive title to, and all rights in connection with, the Buyer Shares, free and clear of any encumbrances or any restrictions on the right to vote. At the Closing, all Buyer Shares (a) have been duly authorized and validly issued, (b) are fully paid, and (c) have been issued in full compliance with (i) all applicable laws and the incorporation documents of the Buyer; and (ii) any pre-emptive rights or other rights to subscribe for or purchase securities of the Buyer. The Buyer Shares are not subject to any voting agreement, proxies, trusts or other agreement or understandings.
Buyer Shares. The Seller holds of record and owns beneficially the Buyer Shares, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), Taxes, Security Interests, options, warrants, purchase rights, or other contracts or commitments that could require the Seller to sell, transfer, or otherwise dispose of any capital stock of the Buyer. Except for other agreements to be executed in connection herewith, the 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 the Buyer.
