Acquisition of Stock. 5 1.1 Acquisition.....................................................................................5 1.2 Consideration...................................................................................
Acquisition of Stock. The Purchaser shall advise management of the Company as to the Purchaser's general plans to acquire shares of Common Stock, or rights thereto, reasonably in advance of any such acquisitions. All of the Purchaser's purchases of Common Stock shall be in compliance with applicable laws and regulations and the provisions of this Agreement.
Acquisition of Stock. The Company shall not, and shall not permit any Subsidiary to, acquire any stock of any corporation if upon completion of such acquisition such corporation would be a Subsidiary, or acquire all of the assets of, or such of the assets as would permit the transferee to continue any one or more integral business operations of, any Person unless, immediately after the consummation of such acquisition, and after giving effect thereto, no Default or Event of Default exists or would exist under any provision hereof.
Acquisition of Stock. All shares of Preferred Stock held or acquired by the Investors or by affiliated entities or persons shall be aggregated together for the purpose of determining the availability of any rights under this Section 3.
Acquisition of Stock. The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this Section 11(b)(i), the following acquisitions shall not constitute a Change of Control: (A) any acquisition by a Person who on the Effective Date is the beneficial owner of 20% or more of the Outstanding Company Voting Securities; (B) any acquisition directly from the Company, including without limitation, a public offering of securities, (C) any acquisition by the Company, (D) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Subsidiaries or (E) any acquisition by any corporation pursuant to a transaction which complies with subparagraphs (A), (B) and (C) of Section 11(c)(iii);
Acquisition of Stock. Buyer is acquiring the Stock for investment for its own account, not as a nominee or agent, and not with a view to the resale or present distribution of any part thereof in violation of the Securities Act. Buyer has no present intention of selling, granting any participation in or otherwise distributing the shares of Stock and Buyer has no contract, undertaking, agreement or arrangement with any person to sell, transfer, grant participations to such person or to any third person, with respect to any of the shares of Stock.
Acquisition of Stock. DRFS, or its wholly-owned subsidiary Dr. Foods Co., Ltd., will acquire, from WKC (the “Seller”), one hundred percent (100%) of all of the issued and outstanding shares of all classes of stock (the “Shares”) of MAMA (the “Acquisition”).
Acquisition of Stock. Subject to the terms and conditions of this Agreement, Buyer agrees to purchase at the Closing (as defined below), Corporation shall convey, transfer and assign, upon the terms and conditions herein set forth, to Buyer, free and clear of all liens, security interests, pledges, claims and encumbrances of every kind, nature and description, and Buyer shall accept from the Corporation TEN THOUSAND (10,000) shares of the issued and outstanding capital stock of Corporation which represents one hundred percent (100%) of the issued and outstanding capital stock of Corporation in exchange for THIRTY THOUSAND (30,000) shares of Buyer's Cumulative four percent (4%) Convertible Series C Preferred Stock (the "Preferred Stock") with a liquidation preference of $100 per share (the "Purchase Shares"). Each share of Series C Preferred Stock shall be convertible into four hundred (400) fully paid and non-assessable shares of common stock of the Corporation.
Acquisition of Stock. Subject to the terms and conditions of this Agreement, the Holder has acquired the Restricted Shares (as defined below) set forth in Exhibit B. The term “Restricted Shares” refers to the acquired shares of Common Stock subject to this Agreement and all securities received in replacement of or in connection with the Restricted Shares pursuant to stock splits, gratis allotment of shares of Common Stock, all securities received in replacement of the Restricted Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which the Holder is entitled by reason of the Holder’s ownership of the Restricted Shares. Definitions are set forth in Exhibit A. The Restricted Shares shall be governed by the terms of this Agreement and all of the Exhibits attached hereto.
Acquisition of Stock. 6.1 Upon execution of this Agreement, CHMD shall pay into escrow Three Hundred Thousand Dollars ($300,000.00) and CRII shall endorse for transfer and deposit into escrow shares of fully paid and non-assessable CRII common stock, according to the various terms herein. The CHMD escrowed funds shall be released to CRII, and the CRII escrowed stock shall be released to CHMD, upon the achievement of the Lasette I quality standards as established and required under Section 4.2. The price per share of the CRII stock to be escrowed and subsequently issued to CHMD shall be equal to the lesser of $2.06 or the closing price per share of CRII stock as publicly quoted on the date of execution of this Agreement.
6.2 Concurrent with execution of this Agreement, in consideration of the various covenants and agreements of CHMD provided herein, CRII and CHMD shall enter into a subscription agreement whereby CHMD will agree to acquire additional CRII common stock having a total value of $300,000.00. Upon successful completion of the Xxxxxxx XX Beta prototype, CHMD will acquire an additional $150,000.00 worth of CRII Rule 144 stock. Upon successful completion of the development phase (defined as FDA clearance of a Chronimed accepted product), CHMD will acquire an additional $150,000.00 worth of CRII Rule 144 stock. The form of the subscription agreement to be executed and delivered, establishing the parties' various rights and obligations associated therewith, is attached as Schedule 6.2 hereto, is incorporated herein and deemed a part hereof.
6.3 All of the funds paid by CHMD to CRII under Section 6.1, and any funds received by CRII as a result of CHMD's performance of the subscription agreement under Section 6.2, shall be dedicated and applied by CRII to the development of the Xxxxxxx XX device according to the development plans and schedules established in Section 3. CHMD shall have the right, upon reasonable notice, to inspect CRII's financial records evidencing receipt, management and expenditure of the above funds.
6.4 The shares of CRII common stock issued to CHMD shall be subject to transfer by CHMD only in accordance with the restrictions stated herein and applicable securities laws. CHMD may not transfer such shares unless or until (i) there is an effective registration covering the issued shares under the Securities Act of 1933 and any applicable state securities laws, (ii) CRII receives an opinion of counsel, acceptable to its board of directors or agents, stating...
