Exchanged Shares. On or before the Closing, the Exchanged Shares ---------------- will have been duly authorized and validly issued, and upon the consummation of the transactions contemplated hereby, will be fully paid and nonassessable, free and clear of all Liens and restrictions, other than Liens that might have been created by Fargo and restrictions imposed by this Agreement and applicable law.
Exchanged Shares. The Exchanged Shares and the Topco Aggregator Units, when issued to the Stockholder pursuant to the Rollover, will be duly authorized, validly issued and outstanding, fully paid and non-assessable, and issued free and clear of any Liens, other than those created by governance documents of Topco or Topco Aggregator, as applicable, or arising under applicable securities Laws.
Exchanged Shares. Such Holder holds of record and owns beneficially (i) the number and type of shares of Old Preferred Stock set forth opposite such Holder’s name on Schedule 1.1 (if any), free and clear of any Liens, (ii) the options to purchase the number of shares of Old Common Stock set forth opposite such Holder’s name on Schedule 1.2 (if any), free and clear of any Liens, (iii) the number and type of shares of Old Common Stock and Old Preferred Stock set forth opposite such Holder’s name on Schedule 1.3 (if any), free and clear of any Liens, (iv) Warrants to purchase shares of Old Common Stock or Old Preferred Stock set forth opposite such Holder’s name on Schedule 1.3 (if any); and (v) the number of shares of Old Common Stock set forth opposite such Holder’s name on Schedule 1.4 (if any), free and clear of any Liens. Except for the Prior Agreements, such Holder is not a party to any option (other than the options set forth on Schedule 1.2), warrant, purchase right, or other Contract or commitment that could require such Holder to sell, transfer, or otherwise dispose of any of the securities of the Company held by such Holder. Except for the Prior Agreements, such Holder is not a party to any voting trust, proxy, or other Contract with respect to the voting of any of the securities of the Company held by such Holder. Except for the representations and warranties set forth in this Section 2.1, such Holder makes no representations or warranties, written or oral, statutory, express or implied, with respect to such Holder.
Exchanged Shares. Subject to the terms and conditions herein stated, GDT shareholders agree at the Closing to exchange with full title guarantee, transfer, assign and deliver to KET their shares of common stock of GDT, and KET agrees to issue to the GDT shareholders its shares free and clear of any and all liens to acquire from the GDT Shareholders the shares of GDT.
Exchanged Shares. 12 2.24 Disclosure.........................................................13
Exchanged Shares. Upon issuance in compliance with the provisions of this Agreement, the Schick Shares will be validly issued, fully paid, and nonassessablx, xxx will be free and clear of any Liens.
Exchanged Shares. AT&T shall have surrendered or caused to be ---------------- surrendered the stock certificate or certificates representing the Exchanged Shares described in Section 1.1.
Exchanged Shares. (a) Such Exchanging Shareholder owns legally and beneficially all Shuttle Shares set forth opposite such Exchanging Shareholder's name under Schedule 1 to this Agreement; and
Exchanged Shares. All of the shares of Common Stock, par value $.01 per share, of Apex (the "Apex Common Stock") issued and outstanding immediately prior to the Effective Time (other than shares of Apex Common Stock, if any, to be canceled under Section 2.1(c)), shall be converted into the right to receive the number (the "Exchanged Shares") of validly issued, fully paid and nonassessable shares of Common Stock, par value $.01 per share, of Fairfield (the "Fairfield Common Stock") as determined pursuant to the following sentence. If on the second business day immediately preceding the Closing Date the closing sale price per share of Fairfield Common Stock ("Closing Price Per Share") as reported in the New York Stock Exchange Composite Transaction Tape is:
Exchanged Shares. The Company will have delivered to the Stockholder certificates in definitive form representing the number of Exchanged Shares set forth on Exhibit A registered in the name of the Stockholder.
