Issuance of Parent Common Stock Sample Clauses

Issuance of Parent Common Stock. The shares of the Parent Common Stock to be issued pursuant to this Agreement to the holders of the Company Shares have been duly authorized, and when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rights.

Issuance of Parent Common Stock. To the Company's knowledge, as of the date of this Agreement and as of the Effective Time, no facts or circumstances exist or will exist that could cause the issuance of Parent Common Stock pursuant to the Merger to fail to meet the exemption from the registration requirements of the Securities Act set forth in Rule 506 of Regulation D under of the Securities Act.

Issuance of Parent Common Stock. The Parent Common Stock issuable pursuant to this Agreement has been duly authorized and, when issued in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens.

Issuance of Parent Common Stock. The Issuable Shares issuable to the Stockholders as the holders of the TARGET Common Stock will when issued pursuant to this Agreement be duly and validly authorized and issued, fully paid and non-assessable.

Issuance of Parent Common Stock. To Company’s knowledge, as of the date of this Agreement and as of the Effective Time, no facts or circumstances exist or will exist that could cause the issuance of Parent Common Stock pursuant to the Merger to fail to meet the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), set forth in Rule 506 of Regulation D promulgated thereunder by the Securities and Exchange Commission (the “SEC”), related to the issuance of securities to “accredited investors” as that term is defined in SEC Rule 501, for the exchange of “restricted securities” as defined in SEC Rule 144 in the form of Parent Common Stock; or under Regulation S of the SEC.

Issuance of Parent Common Stock. The shares of Parent Common Stock to be issued pursuant to the Merger, when issued, will be duly authorized, validly issued, fully paid, non-assessable and issued in compliance with applicable federal and state securities Laws, subject to the truth and accuracy of the representations made by the Company in Section 4.2.

Issuance of Parent Common Stock. Parent represents, warrants, acknowledges and agrees that the Parent Common Stock comprised in the Stock Consideration to be issued to the Transferor Parties at Closing under this Agreement is not, and will not be, issued (i) in connection with any fundraising activity undertaken or to be undertaken by Parent (but rather as part of the consideration payable for the acquisition of the Transferred Assets) nor (ii) with the purpose of the Transferors selling or transferring that Parent Common Stock, or granting, issuing or transferring interests in, or options over, that Parent Common Stock, within twelve (12) months after its issue.

Issuance of Parent Common Stock. At the Closing, Parent shall issue share certificates of Parent Common Stock in a total amount equal to the conversion ratio referenced in Section 4.4.1. times the number of outstanding shares of Company Common Stock (other than any Dissenting Shares). The Parent Common Stock shall be issued hereunder to each record holder of outstanding Company Common Stock, in the form of a share certificate representing the number of shares of Parent Common Stock to which he is entitled, in exchange for his surrender of his share certificates which represented his shares of Company Common Stock.

Issuance of Parent Common Stock. The Parent Common Stock when issued in connection with the Transactions contemplated herein, will be duly authorized and validly issued, fully paid and non-assessable and will be freely tradable on resale under the Securities Act that will apply to “affiliates” of the Company or Parent, as the term “affiliates” is defined in Rule 144 of the Securities Act, pursuant to Rule 145(c) and (d) of the Securities Act. The Parent Common Stock to be issued in connection with the Arrangement to Company Shareholders including the Parent Common Stock to be issued upon the exercise of the Company RSUs and the Company Warrants will not be subject to any statutory hold or restricted period under Canadian Securities Laws and, subject to restrictions contained therein in respect of “control distributions”, will be freely tradable within Canada by the holders thereof. The Parent Common Stock to be issued in connection with the Arrangement to Company Shareholders in exchange for the Company Common Stock held by them, will not bear any Securities Act restrictive legend, and such Parent Common Stock will not be “restricted securities” as defined under Rule 144 of the Securities Act, other than as may be required for Parent Common Stock issued to persons that were “affiliates” of the Company or Parent prior to the Effective Time or “affiliates” of Parent after the Effective Time. The shares of Parent Common Stock issuable pursuant to the exercise or conversion of securities of Parent exchanged for the Company RSUs and Company Warrants will be “restricted securities” under Rule 144 of the Securities Act, unless the issuance of such shares has been registered by an effective registration statement filed with the SEC under the Securities Act.