ALLOTMENT AND ISSUANCE OF SHARES Sample Clauses

ALLOTMENT AND ISSUANCE OF SHARES. The Company agrees to issue the Shares as fully paid and non-assessable Ordinary A shares of the Company and the Creditor agrees to accept the Shares in full and final satisfaction of the Indebtedness.
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ALLOTMENT AND ISSUANCE OF SHARES. 1.1 The Company will allot and issue to Merback, or to another nominee as directed by Merback, the Shares as full and final payment of the Services and Merback will accept the Shares as full and final payment of the Services. The Shares will be issued within ten (10) days of the execution of this Agreement and will be delivered to Merback. Merback will pay any tax liability accruing to him as a result fo the issuance of the Shares. 1.2 The Company hereby agrees to take the necessary steps to register (the "Registration"), as soon as reasonably practicable after the issuance of the Shares, the Shares with the Securities and Exchange Commission (the "SEC") on Form S-8 if Merback directs that the Shares be registered in his name or in the name of a nominee, if the Shares issued such nominee are eligible for registration on Form S-8. Otherwise, the Company agrees to add registration of the Shares to any other share registration that it may file with the SEC during the year. 1.3 Merback acknowledges that the Shares will be subject to a one year hold period, commencing from the date of issuance of the Shares, unless the Shares are registered with the SEC prior to the expiration of such hold period. The Shares may be subject to additional "affiliate" restrictions under U.S. securities laws.
Sample 1
ALLOTMENT AND ISSUANCE OF SHARES. Acquiror will allot and issue the Final Release Shares (as defined in Section 2.5) on the Final Release Date to the Shareholder. Acquiror will take such action as may be necessary to cause share certificates to be issued in the name of the Shareholder and deliver such share certificates to the Shareholder within three business days of the Final Release Date. Cash will be paid in lieu of fractions of Acquiror Ordinary Shares as provided in Section 2.
Sample 1
ALLOTMENT AND ISSUANCE OF SHARES. The Company agrees to allot and issue to the Creditor those numbers of shares in the capital of the Company (the "Shares") set out in Schedule "A" to this agreement as full and final consideration for the assignment by the Creditor to the Assignee of Debt and Security and the Creditor agrees to release the Company from payment of the Debt.
Sample 1
ALLOTMENT AND ISSUANCE OF SHARES. 2.1 The Corporation agrees to allot and issue the Shares to the Creditor at a deemed price of CDN S0.05 per Share as full and final payment of the Debt, and the Creditor hereby agrees to accept the Shares as full and final payment of the Debt. 2.2 The Creditor hereby understands and agrees to any transfer restrictions applicable to the Shares and any hold period legends to be placed on the certificates representing the Shares as may be required by applicable securities laws or the rules and policies of the CSE.
Sample 1
ALLOTMENT AND ISSUANCE OF SHARES. 3.1 ON the basis of the representations, warranties, covenants and agreements of the parties hereto as set forth herein and subject to the terms of this Agreement, the Principals agree to subscribe from the Issuer, and the Issuer agrees to allot for issuance to the Principals, the Shares as set out in Schedule "A" attached hereto. 3.2 As full payment for the Shares, the Principals shall pay the Issuer $0.08
Sample 1
ALLOTMENT AND ISSUANCE OF SHARES. Acquiror will allot and issue the PAPI Final Release Shares and the PAMT/PAPT Final Release Shares (as defined in Section 2.5) on the Final Release Date to the Shareholders. Acquiror will take such action as may be necessary to cause share certificates to be issued in the name of the Shareholders and deliver such share certificates to the Shareholders within three business days of the Final Release Date. Cash will be paid in lieu of fractions of Acquiror Ordinary Shares as provided in Section 2.
Sample 1
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ALLOTMENT AND ISSUANCE OF SHARES. 1The Corporation agrees to allot and issue the Shares to the Creditor at a deemed price of CDN S0.05 per Share as full and final payment of the Debt, and the Creditor hereby agrees to accept the Shares as full and final payment of the Debt.
Sample 1
ALLOTMENT AND ISSUANCE OF SHARES. 3.1 Within three business days of the Company's receipt of all required regulatory and other approvals (the "Closing Date"), the Company shall allot and issue to the Creditor the Shares, at an issued price of $0.10 per Share, as full and final payment of the Indebtedness and the Creditor hereby agrees to accept the Shares as full and final payment of the Indebtedness. 3.2 On the Closing Date, the Company shall forthwith cause its registrar and transfer agent to issue and deliver a certificate representing the Shares to the Creditor.
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Related to ALLOTMENT AND ISSUANCE OF SHARES

  • SALE AND ISSUANCE OF SHARES Subject to the terms and conditions of this Agreement, the Trustees agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Trustees 8,028 common shares of beneficial interest, par value $0.001, representing undivided beneficial interests in the Trust (the "Shares") at a price per Share of $14.325 for an aggregate purchase price of $115,001.

  • Valid Issuance of Shares The Shares being purchased by the Shareholders hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable law.

  • Issuance of Shares The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

  • AUTHORIZATION AND ISSUANCE OF SHARES 1. The Customer shall deliver to the Bank the following documents on or before the effective date of any increase, decrease or other change in the total number of Shares authorized to be issued: (a) A certified copy of the amendment to the Charter giving effect to such increase, decrease or change; (b) An opinion of counsel for the Customer, in a form satisfactory to the Bank, with respect to the validity of the Shares, the obtaining of all necessary governmental consents, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulations (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor); and (c) In the case of an increase, if the appointment of the Bank was theretofore expressly limited, a certified copy of a resolution of the Board of Directors of the Customer increasing the authority of the Bank. 2. Prior to the issuance of any additional Shares pursuant to stock dividends, stock splits or otherwise, and prior to any reduction in the number of Shares outstanding, the Customer shall deliver the following documents to the Bank: (a) A certified copy of the resolutions adopted by the Board of Directors and/or the shareholders of the Customer authorizing such issuance of additional Shares of the Customer or such reduction, as the case may be; (b) A certified copy of the order or consent of each governmental or regulatory authority required by law as a prerequisite to the issuance or reduction of such Shares, as the case may be, and an opinion of counsel for the Customer that no other order or consent is required; and (c) An opinion of counsel for the Customer, in a form satisfactory to the Bank, with respect to the validity of the Shares, the obtaining of all necessary governmental consents, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable law or regulation (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective, or, if exempt, the specific grounds therefor).

  • Sale and Issuance of Common Stock Subject to the terms ------------------------------------ and conditions of this Agreement, and in reliance upon the representations and warranties and covenants contained herein, the Investor agrees to purchase at the Closing, and the Company agrees to sell and issue to the Investor at the Closing (as defined herein), 1,541,261 shares of the Company's Common Stock, $.001 par value (the "Common Stock") for the aggregate purchase price of $15,412.61.

  • Valid Issuance of Share Capital The total number of all classes of share capital which the Company has authority to issue is 50,000,000 Ordinary Shares. As of the date hereof, the Company has issued 2,875,000 ordinary shares (of which up to 375,000 ordinary shares are subject to forfeiture as described in the Registration Statement related to the IPO) and has not issued any preference shares. All of the issued share capital of the Company has been duly authorized, validly issued, and are fully paid and non-assessable.

  • Purchase and Issuance of the Units Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on the Closing Date (as defined below) the Units in consideration of the payment of the Purchase Price (as defined below). On the Closing Date, the Company shall, at its option, deliver to the Subscriber the certificates representing the Securities purchased or effect such delivery in book-entry form.

  • Issuance of Shares of Common Stock As soon as practicable upon the occurrence of an Exchange Event, the Company shall direct holders of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive.

  • Issuance of Shares of Stock As soon as practicable following each Vesting Date (but in no event later than two and one-half months after the end of the year in which the Vesting Date occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares.

  • Valid Issuance of Stock The Purchased Shares, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration provided for herein, will be duly and validly issued, fully paid and nonassessable.

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