ACQUISITION SHARE ISSUANCE Sample Clauses

ACQUISITION SHARE ISSUANCE. Immediately upon the Closing, HTAG shall issue the acquisition shares and cancel certain other shares, as follows: HTAG Issued 2,291,836 ----------- ---------- Share Cancellation 1,188,088 ------------------ ---------- Subtotal 1,103,748 -------- ---------- Acquisition Share Issuance 67,000,000 -------------------------- ---------- Resulting Total 68,103,748 --------------- ----------
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ACQUISITION SHARE ISSUANCE. Immediately upon the Closing, HEXC shall issue the acquisition shares and cancel certain other shares, as follows: HEXC Issued 8,270,000 ----------- --------- Share Cancellation 7,600,000 ------------------ --------- Subtotal 670,000 -------- ------- Acquisition Share Issuance 50,670,000 -------------------------- ---------- Resulting Total 50,716,000 --------------- ----------
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ACQUISITION SHARE ISSUANCE. Immediately upon the Closing, XCEN shall issue the acquisition shares and cancel certain other shares, as follows (all share figures are in post-reverse split numbers): XCEN Issued 2,112,404 ---------------------------- ----------- Share Cancellation (1,560,000) ---------------------------- ----------- Subtotal 552,404 ---------------------------- ----------- Acquisition Share Issuance 70,000,000 ---------------------------- ----------- Resulting Total 70,552,404 ---------------------------- -----------
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ACQUISITION SHARE ISSUANCE. Immediately upon the Closing, XXXX shall issue the acquisition shares and cancel certain other shares, as follows: XXXX Issued 13,915,000 ---------------------------- ---------- Share Cancellation 11,000,000 ---------------------------- ---------- Subtotal 2,915,000 ---------------------------- ---------- Acquisition Share Issuance 55,000,000 ---------------------------- ---------- Resulting Total 57,915,000 ---------------------------- ----------
Sample 1
ACQUISITION SHARE ISSUANCE. Immediately upon the Closing, RDSH shall issue to the ELP Shareholders 500 new investment shares of Common Stock of RDSH to the ELP Shareholders in exchange for 100% of the capital stock of ELP, which will give ELP an interest in RDSH representing less than 1% of the then issued and outstanding shares on a fully diluted basis.
Sample 1
ACQUISITION SHARE ISSUANCE. Immediately upon the Closing, BMX shall issue 17,440,000 new investment shares of Common Stock of BMX to the Panache Members in exchange for 100% of the Capital Shares of Panache, and, as a result, the then outstanding common shares shall be as follows: BMX Issued and outstanding 4,914,500 Acquisition Share Issuance 17,440,000 Resulting Total 22,354,500 The above purchase and issuance along with the purchase of Mxxxxxx Xxxxxxxxxxx’x common shares will give the Panache Members a 'controlling interest' in BMX representing approximately 90% of the issued and outstanding shares of Common Stock. All parties to this agreement shall deliver true and correct shareholder lists to the other at Closing.
Sample 1
ACQUISITION SHARE ISSUANCE. Immediately upon the Closing, MSAH shall issue to the HCP Shareholders 32,800,000 new investment shares of Common Stock of MSAH and transfer 3,535,000 shares of MSAH preferred stock (10 for 1) to the HCP Shareholders in exchange for 100% of the capital stock of HCP, which will give HCP an interest in MSAH representing approximately 99.38% of the issued and outstanding shares on a fully diluted basis. All parties to this agreement shall deliver true and correct shareholder lists to the other at Closing.
Sample 1
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ACQUISITION SHARE ISSUANCE. Immediately upon the Closing, XXXX shall issue the acquisition shares and cancel certain other shares, as follows: XXXX Issued 13,915,000 Share Cancellation 11,000,000 Subtotal 2,915,000 Acquisition Share Issuance 55,000,000 Resulting Total 57,915,000
Sample 1
ACQUISITION SHARE ISSUANCE. At the Closing, Mx. Xxxxxx shall deliver 9,884,730 shares of Common Stock of EFLS for cancellation, and EFLS shall issue the shares specified to the persons identified in 1.8(iv) above. The above purchase and issuance will give the MMV Shareholders a 'controlling interest' in EFLS representing approximately 70% of the issued and outstanding shares of Common Stock. All parties to this agreement shall deliver true and correct shareholder lists to the other at Closing.
Sample 1

Related to ACQUISITION SHARE ISSUANCE

  • Share Issuance Until the Expiration Date, if the Company shall issue any Common Stock except for the Excepted Issuances (as defined in the Subscription Agreement), prior to the complete exercise of this Warrant for a consideration less than the Purchase Price that would be in effect at the time of such issue, then, and thereafter successively upon each such issue, the Purchase Price shall be reduced to such other lower issue price. For purposes of this adjustment, the issuance of any security or debt instrument of the Company carrying the right to convert such security or debt instrument into Common Stock or of any warrant, right or option to purchase Common Stock shall result in an adjustment to the Purchase Price upon the issuance of the above-described security, debt instrument, warrant, right, or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Purchase Price in effect upon such issuance. The reduction of the Purchase Price described in this Section 3.4 is in addition to the other rights of the Holder described in the Subscription Agreement.

  • Share Issuances Subject to the provisions of this Section 3.3, if the Company shall at any time prior to the exercise in full of this Warrant issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing or in the Company’s Exchange Act Filings; (iii) for the sale of the shares of Common Stock listed on Schedule A to the Secured Convertible Term Notes; or (iv) pursuant to options that may be issued as of the date hereof under any employee incentive stock option adopted by the Company) for a consideration per share (the “Offer Price”) less than any Exercise Price in effect at the time of such issuance, then such Exercise Price shall be immediately reset to such lower Exercise Price pursuant to the formula below. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Price at the time of issuance of such securities. If the Company issues any additional shares in the manner referred to above in this subsection 4(b) then, and thereafter successively upon each such issue, each Exercise Price shall be adjusted by multiplying the each then applicable Exercise Price by the following fraction: A = Total number of shares outstanding or deemed to be outstanding immediately prior to such issuance. B = Number of shares issued (or deemed to have been issued). C = Exercise Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • Purchase and Sale of the Private Placement Warrants (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 7,500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 600,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Trust Account in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Reserved Shares; Valid Issuance The Company covenants that it will at all times from and after the date hereof reserve and keep available such number of its authorized shares of Common Stock, free from all preemptive or similar rights therein, as will be sufficient to permit the exercise of this Warrant in full. The Company further covenants that such shares as may be issued pursuant to the exercise of this Warrant will, upon issuance, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof.

  • Stock Consideration 3 subsidiary...................................................................53

  • Purchase and Sale of Convertible Debentures 6 2.2 Purchase and Sale; Purchase Price....................................6 2.2 Execution and Delivery of Documents; the Closing.....................6 2.3 The Post-Closing.....................................................7

  • Counterparty Share Repurchases Counterparty agrees not to repurchase, directly or indirectly, any Shares if, immediately following such purchase, the Outstanding Share Percentage would be equal to or greater than 4.5%. The “Outstanding Share Percentage” as of any day is the fraction (1) the numerator of which is the aggregate of the Number of Shares for this Transaction and the “Number of Shares” under each Additional Equity Derivative Transaction that is a share forward transaction and (2) the denominator of which is the number of Shares outstanding on such day.

  • Commission Shares other than Omnibus Shares (a) Commission Shares that are not Omnibus Shares (“Non-Omnibus Commission Shares”) attributed to the Distributor shall be those Non-Omnibus Commission Shares (i) the Date of Original Issuance of which occurred on or after the Inception Date of the applicable Fund and on or prior to the date the Distributor ceased to be exclusive distributor of Class C shares of the Fund and (ii) that are subject to a CDSC (without regard to any conditions for waivers thereof). (b) Non-Omnibus Commission Shares attributable to each Successor Distributor shall be those Non-Omnibus Commission Shares (i) the Date of Original Issuance of which occurs after the date such Successor Distributor became the exclusive distributor of Class C shares of the Fund and on or prior to the date such Successor Distributor ceased to be the exclusive distributor of Class C shares of the Fund and (ii) that are subject to a CDSC (without regard to any conditions for waivers thereof).

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