Issuance of the Consideration Shares. The issuance of the Consideration Shares has been duly authorized and, when issued, the Consideration Shares will be duly and validly issued, fully paid and nonassessable, free and clear of all Encumbrances.
Issuance of the Consideration Shares. The Consideration Shares to be issued on the Closing Date have been duly authorized by all necessary corporate action and, when issued in accordance with the terms hereof and delivered by Pyxis Tankers, shall be validly issued and outstanding, fully paid and nonassessable and free and clear of all Liens (as defined in Article V below) and the holder thereof shall be entitled to all rights accorded to a holder of the common stock of Pyxis Tankers.
Issuance of the Consideration Shares. Payment for the Consideration Shares shall be satisfied in full by the transfer by the Subscriber to the Company of the Put Option Units upon the Put Right Closing Date. The Company shall deliver to the Subscriber upon Put Closing notice and evidence of the entry of the number of, and all relevant stock certificates in respect of, the Consideration Shares issued to the Subscriber reflected on our books and records and on the books and records of our transfer agent, which shall bear a notation that the Securities were sold in reliance upon an exemption from registration under the Securities Act.
Issuance of the Consideration Shares. As the difference in the amount of the consideration between the Swapped-in Target Assets and the Swapped-out Target Assets is RMB13,072.7031 million, Xxxxxxxxxx agrees to issue the Consideration Shares to make up for the Deficiency Amount. The parties agree that the Issue Price for the Consideration Shares shall be RMB10.17 per share, and the total Issue Amount shall be 1,285,418,199 shares. Details of the Issuance of the Consideration Shares are set out below:
Issuance of the Consideration Shares. The Consideration Shares are duly authorized, and, when issued and paid for in accordance with the terms hereof and entered in the register of members of the Purchaser, will be validly issued, non-assessable and fully-paid, and free from all Liens (except for Liens created or imposed by the Transaction Documents or under applicable securities Laws). Assuming the accuracy of the representations and warranties set forth in Section 5.30, the issuance by the Purchaser of the Consideration Shares to the Seller is exempt from registration under the Securities Act.
Issuance of the Consideration Shares. On each date that Consideration Shares are to be issued under this Agreement, all necessary corporate action will have been taken by the Purchaser to validly issue such Consideration Shares as duly authorized, fully paid and non-assessable common shares in the capital of the Purchaser, such Consideration Shares shall be duly authorized, validly issued, fully paid and non-assessable common shares in the capital of Purchaser and the Vendor will be the registered holder of, and will hold legal title to, such Consideration Shares, free and clear of all liens, charges, pledges, security interests and other encumbrances or restrictions.
Issuance of the Consideration Shares. The Consideration Shares are 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 Encumbrances. The issuance of the Consideration Shares is not subject to any preemptive rights or rights of first refusal. JWI shall take all reasonably required action prior to Closing to maintain the listing of the Common Shares, including the Consideration Shares on the NASDAQ Capital Market through the Closing Date.
Issuance of the Consideration Shares. The issuance and delivery to PC of the Consideration Shares has been duly authorized by all requisite action by Newco and, upon issuance in accordance with this Agreement, the Consideration Shares shall be (a) duly authorized, validly issued, fully paid and non-assessable and (ii) free from all taxes, charges and Liens.
Issuance of the Consideration Shares. At the Merger Effective Time, New Xxxx shall have all necessary authority to issue the Consideration Shares. When issued in accordance with this Agreement, the Consideration Shares shall (i) be free and clear of all Liens (other than Liens arising under applicable securities Laws or restrictions set forth in the lock-up agreement contemplated by Clause 5.1(g)) and (ii) be of the same class of shares as the shares issued to the Total Produce Shareholders in the transactions contemplated by this Agreement.
Issuance of the Consideration Shares. Assuming the accuracy of the representations and warranties of the Seller contained in this Agreement, the offer and issuance of the Consideration Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable federal and state securities laws.
