Shares of Parent Common Sample Clauses

The "Shares of Parent Common" clause defines the terms and conditions under which shares of the parent company's common stock are issued, transferred, or referenced in a transaction. Typically, this clause specifies the number of shares involved, the method of valuation, and any restrictions or rights attached to those shares, such as voting rights or transfer limitations. Its core practical function is to ensure clarity and certainty regarding the equity interests being exchanged or granted, thereby preventing disputes over ownership and value in corporate transactions.
Shares of Parent Common. The shares of Parent Common to be issued pursuant to the Merger and upon payment of any Earn Out Amounts will, when issued and delivered to the Securityholders or the LLC, as applicable, upon payment of the consideration provided for herein, be duly authorized, validly issued, fully paid and nonassessable.
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Shares of Parent Common. The shares of Parent Common Stock to be issued pursuant to the Company Options will, when issued and delivered to the holders thereof on payment of the consideration provided for herein and therein, be duly authorized, validly issued, fully paid and nonassessable.
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Shares of Parent Common. The shares of Parent Common to be issued pursuant to the Merger, when issued and delivered to the Securityholders, will be duly authorized, validly issued, fully paid and nonassessable, and, assuming the accuracy of the Company’s representations and warranties hereunder, the fulfillment of the covenants of the Company contained in Sections 7.1, 7.10 and 7.17, no changes in the United States federal and California state securities laws, rules and regulations, the delivery, completeness and accuracy of the representations and warranties of each Securityholder in the Stockholder Certificates, the appointment of and fulfillment of the duties by a “purchaser representative” (as defined in Rule 501 under the Securities Act) for each Securityholder who is not an “accredited investor” (as defined in Rule 501 under the Securities Act) and that each Securityholder who does not appoint a “purchaser representative” qualifies as an “accredited investor,” will be issued in compliance with all applicable United States federal and California state securities laws. The shares of Parent Common to be issued pursuant to the Substituted Options, when issued and delivered to the holders thereof on payment of the consideration provided for therein, will be duly authorized, validly issued, fully paid and nonassessable.
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Related to Shares of Parent Common

  • Parent Common Stock At and after the Effective Time, each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock of the Surviving Corporation and shall not be affected by the Merger.

  • Company Capital Stock “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.

  • Shares of Common Stock The Company shall have duly reserved the number of shares of Common Stock as required by the Additional Transaction Documents;

  • Right to Acquire Limited Partner Interests (a) Notwithstanding any other provision of this Agreement, if at any time the General Partner and its Affiliates hold more than 80% of the total Limited Partner Interests of any class then Outstanding, the General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership or any Affiliate of the General Partner, exercisable at its option, to purchase all, but not less than all, of such Limited Partner Interests of such class then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three days prior to the date that the notice described in Section 15.1(b) is mailed and (y) the highest price paid by the General Partner or any of its Affiliates for any such Limited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed. As used in this Agreement, (i) “Current Market Price” as of any date of any class of Limited Partner Interests means the average of the daily Closing Prices (as hereinafter defined) per Limited Partner Interest of such class for the 20 consecutive Trading Days (as hereinafter defined) immediately prior to such date; (ii) “Closing Price” for any day means the last sale price on such day, regular way, or in case no such sale takes place on such day, the average of the closing bid and asked prices on such day, regular way, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal National Securities Exchange (other than the Nasdaq Stock Market) on which such Limited Partner Interests are listed or admitted to trading or, if such Limited Partner Interests of such class are not listed or admitted to trading on any National Securities Exchange (other than the Nasdaq Stock Market), the last quoted price on such day or, if not so quoted, the average of the high bid and low asked prices on such day in the over-the-counter market, as reported by the Nasdaq Stock Market or such other system then in use, or, if on any such day such Limited Partner Interests of such class are not quoted by any such organization, the average of the closing bid and asked prices on such day as furnished by a professional market maker making a market in such Limited Partner Interests of such class selected by the General Partner, or if on any such day no market maker is making a market in such Limited Partner Interests of such class, the fair value of such Limited Partner Interests on such day as determined by the General Partner; and (iii) “Trading Day” means a day on which the principal National Securities Exchange on which such Limited Partner Interests of any class are listed or admitted for trading is open for the transaction of business or, if Limited Partner Interests of a class are not listed or admitted for trading on any National Securities Exchange, a day on which banking institutions in New York City generally are open.

  • Capital Stock of the Company The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.