Common use of Issuance of Parent Common Stock Clause in Contracts

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.

Appears in 3 contracts

Sources: Merger Agreement (Msystems LTD), Merger Agreement (Sandisk Corp), Merger Agreement (M-Systems Flash Disk Pioneers LTD)

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

Appears in 3 contracts

Sources: Transaction Agreement (Dover Downs Gaming & Entertainment Inc), Merger Agreement (S1 Corp /De/), Merger Agreement (Fundtech LTD)

Issuance of Parent Common Stock. The When issued in accordance with the terms of this Agreement, the shares of the Parent Common Stock to be issued pursuant to this Agreement Section 1.3(b) to the holders of the Company Shares have been will be duly authorized, and when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rights.

Appears in 3 contracts

Sources: Merger Agreement (Saifun Semiconductors Ltd.), Merger Agreement (Spansion Inc.), Merger Agreement (Saifun Semiconductors Ltd.)

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

Appears in 2 contracts

Sources: Merger Agreement (Precise Software Solutions LTD), Merger Agreement (Veritas Software Corp /De/)

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 authorizedMerger, and when issued, will be duly authorized, validly issued, fully paid paid, non-assessable and nonassessable issued in compliance with applicable federal and not state securities laws subject to preemptive rightsthe truth and accuracy of the representations made by the Company in Section 2.3.

Appears in 2 contracts

Sources: Agreement and Plan of Reorganization (Safenet Inc), Merger Agreement (Broadcom Corp)

Issuance of Parent Common Stock. The shares of the Parent Common Stock to be issued by Parent to the shareholders of Company pursuant to this Agreement will, on the issuance and delivery to the holders of the Company Shares have been such shareholders pursuant to this Agreement, be duly authorized, and when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rightsnon-assessable.

Appears in 2 contracts

Sources: Merger Agreement (Trinity Capital Corp), Merger Agreement (Enterprise Financial Services Corp)

Issuance of Parent Common Stock. The When issued in accordance with the terms of this Agreement, the shares of the Parent Common Stock to be issued pursuant to this Agreement the Merger to the holders of the Company Shares have been hereunder, including with respect to the Earnout Consideration, will be duly authorized, and when issued, will be validly issued, fully paid and nonassessable non-assessable and not subject to preemptive rights.

Appears in 1 contract

Sources: Merger Agreement (Transwitch Corp /De)

Issuance of Parent Common Stock. The shares of the Parent Common Stock to be issued pursuant to the Merger, when issued in compliance with the terms of this Agreement to the holders of the Company Shares have been Agreement, will be duly authorized, and when issued, will be validly issued, fully paid paid, non-assessable and nonassessable issued in compliance with applicable federal and not subject to preemptive rightsstate securities laws.

Appears in 1 contract

Sources: Merger Agreement (Worldbid Corp)

Issuance of Parent Common Stock. The When issued in accordance with the terms of this Agreement, the shares of the Parent Common Stock to be issued pursuant to this Agreement the Offer and the Merger to the holders of the Company Shares have been hereunder shall be duly authorized, and when issued, will be validly issued, fully paid and nonassessable and not subject to statutory preemptive rights.

Appears in 1 contract

Sources: Transaction Agreement (S1 Corp /De/)

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 authorizedMerger, and when issued, will be duly authorized, validly issued, fully paid paid, non-assessable and nonassessable issued in compliance with applicable federal and not state securities laws subject to preemptive rightsthe truth and accuracy of the responses and representations made by the stockholders of the Company in the stockholder certificates delivered to Parent.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Level One Communications Inc /Ca/)

Issuance of Parent Common Stock. The shares of the Parent Common Stock to be issued pursuant to Article 2 of this Agreement to the holders upon consummation of the Company Shares Merger (the “Share Issuance”) have been duly authorized, authorized and when issued, issued and delivered in accordance with the terms of this Agreement will have been validly issued and will be validly issued, fully paid and nonassessable non-assessable and the issuance thereof will not be subject to any preemptive rights. The Share Issuance does not require the vote or approval of the stockholders of Parent under the rules of NASDAQ.

Appears in 1 contract

Sources: Merger Agreement (Dealertrack Technologies, Inc)

Issuance of Parent Common Stock. The Upon issuance of the shares of the Parent Common Stock to be issued pursuant to Section 2.1 of this Agreement to Agreement, such shares of Parent Common Stock will be duly authorized by all necessary corporate action on the holders part of the Company Shares have been duly authorized, Parent and when issued, will be validly issued, fully paid and nonassessable non-assessable, and will not be subject to preemptive rightsany encumbrance imposed by Parent, other than under applicable securities laws or the Stockholders Agreement.

Appears in 1 contract

Sources: Stock Purchase Agreement (MSC Software Corp)

Issuance of Parent Common Stock. The shares of the Parent Common Stock to be issued pursuant to this Agreement to the holders of Company Stockholder as the Company Shares have Stock Consideration has been duly authorizedauthorized by Parent and, when issued and when issueddelivered by Parent in the manner contemplated by this Agreement, will be validly issued, fully paid and nonassessable non-assessable, free from all Taxes and not subject Liens with respect to preemptive rightsthe issuance thereof.

Appears in 1 contract

Sources: Merger Agreement (Deerfield Capital Corp.)

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 authorizedMerger, and when issued, will be duly authorized, validly issued, fully paid and nonassessable paid, non-assessable and not subject to any preemptive rightsrights 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 2.3.

Appears in 1 contract

Sources: Merger Agreement (Broadcom Corp)