Status of Shares. Subject to approval of the shareholders of the Company, which approval shall be solicited pursuant to Section 5.9 prior to the Closing, the issuance and sale of the Shares have been duly authorized by all necessary corporate action on the part of the Company and such Shares, when delivered to Purchaser at the Closing against payment therefor as provided herein, will be validly issued, fully paid and non-assessable and the issuance and sale of the Shares is not and will not be subject to preemptive rights of any other shareholder of the Company.
Appears in 5 contracts
Samples: Stock Purchase Agreement (Prudential Insurance Co of America), Stock Purchase Agreement (Prudential Insurance Co of America), Stock Purchase Agreement (Meridian Industrial Trust Inc)
Status of Shares. Subject to approval of the shareholders of the Company, which approval shall be solicited pursuant to Section 5.9 prior to the Closing, the The issuance and sale of the Shares and the reservation and issuance of the Underlying Shares have been duly authorized by all necessary corporate action and stockholder action, if any, on the part of the Company and such Shares, when delivered to the Purchaser at the Closing against payment therefor as provided herein, will be validly issued, fully paid and non-assessable and the issuance and sale of the Shares and the issuance of the Underlying Shares is not and will not be subject to preemptive rights of any other shareholder of the Company.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Western Pacific Airlines Inc /De/), Stock Purchase Agreement (Gfi Co)
Status of Shares. Subject to receipt of the approval of the shareholders Share Issuance and the Articles of Amendment by the Company, which approval shall be solicited pursuant to 's shareholders as contemplated by Section 5.9 prior to the Closing4.2, the issuance and sale of the Shares have been duly authorized by all necessary corporate action on the part of the Company and such Shares, when delivered to Purchaser at the Closing against payment therefor as provided herein, will be validly issued, fully paid and non-assessable and the issuance and sale of the Shares is not and will not be subject to preemptive rights of any other shareholder of the Company.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Hicks Thomas O), Stock Purchase Agreement (Coho Energy Inc)
Status of Shares. Subject to approval of the shareholders of the Company, which approval shall be solicited pursuant to Section 5.9 prior to the Closing, the The issuance and sale of the Shares and the ------------------ reservation and issuance of the Underlying Shares have been duly authorized by all necessary corporate action on the part of the Company and such Shares, when delivered to Purchaser at the Closing against payment therefor as provided herein, will be validly issued, fully paid and non-assessable and the issuance and sale of the Shares and the issuance of the Underlying Shares is not and will not be subject to preemptive rights of any other shareholder of the Company.
Appears in 1 contract
Status of Shares. Subject to approval of the shareholders of the Company, which approval shall be solicited pursuant to Section 5.9 prior to the Closing, the The issuance and sale of the Shares and the reservation and issuance of the Underlying Shares have been duly authorized by all necessary corporate action on the part of the Company and such Shares, when delivered to Purchaser at the Closing against payment therefor as provided herein, will be validly issued, fully paid and non-assessable and the issuance and sale of the Shares and the issuance of the Underlying Shares is not and will not be subject to preemptive rights of any other shareholder of the Company.
Appears in 1 contract
