Buyer Shares Sample Clauses

Buyer Shares. Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

Buyer Shares. Such Seller is acquiring the Buyer Shares solely for investment purposes, with no present intention of distributing or reselling any of the Buyer Shares or any interest therein, other than through an authorized stock market or to the offeror of a tendered offer for the Buyer. Such Seller acknowledges that as at the Completion Date the Buyer Shares have not been registered under the Securities Act. Such Seller is aware of the applicable limitations under the Securities Act relating to a subsequent sale, transfer, pledge, mortgage, hypothecation, gift, assignment or other encumbrance of the Buyer Shares. Such Seller further acknowledges that the Buyer Shares must be held indefinitely unless they are subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. Such Seller will not sell, transfer, pledge, donate, assign, mortgage, hypothecate or otherwise encumber the Buyer Shares unless the Buyer Shares are registered under the Securities Act or the Buyer is given an opinion of counsel reasonably acceptable to the Buyer, that such registration is not required under the Securities Act. Such Seller realizes that there is no public market for the Buyer Shares, that no market may ever develop for them, and that they have not been approved or disapproved by the SEC, any state securities commission or any other governmental agency. Based on any other requests the Seller may have, such Seller acknowledges that the Buyer has provided him or her or his or her adviser with adequate access to financial and other information concerning the Buyer and the Buyer Shares, and that such Seller or his or her adviser has had the opportunity to ask questions of and receive answers from the Buyer concerning the Buyer Shares and to obtain therefrom any additional information necessary to make an informed decision regarding the acquisition of the Buyer Shares. Such Seller represents that it or its adviser has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the acquisition of the Buyer Shares. Such Seller realizes that the Buyer is relying on the validity of these representations and agreements contained herein and in the other Transaction Documents in issuing the Buyer Shares to the Seller without registration under the Securities Act or any state securities laws, except as set forth in the Transaction Documents. Such Seller ha...

Buyer Shares. Buyer holds, and will be transferring good, valid and full title to the Buyer Shares free and clear of any and all Encumbrances, but subject to the escrow contemplated in Section 2.

Buyer Shares. The Buyer Shares have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and non-assessable.

Buyer Shares. As a result of the Merger, the Stock Split shall be effected with respect to each Buyer Share issued and outstanding at and as of the Effective Time. Each Buyer Share will remain issued and outstanding. Xxxxxxx Xxxx shall contribute all of her shares to the Surviving Corporation upon effectiveness of the Merger and they shall be immediately cancelled. Any share certificates outstanding prior to the Merger that purport to give effect to the Stock Split shall be deemed to represent only that number of Buyer Shares prior to the Merger.

Buyer Shares. The Buyer Shares will be, when issued, duly issued and validly existing, free and clear of any Liabilities and other encumbrances and restrictions, except as set forth herein. All Buyer Shares shall be registered under the Securities Act prior to the expiration of the transfer restrictions set forth in this Agreement.

Buyer Shares. (i) The authorized capital of the Buyer consists of an unlimited number of Buyer Shares. As of the close of business on August 20, 2020, 236,380,280 Buyer Shares were issued and outstanding as fully paid and non-assessable. (ii) The Consideration Shares to be issued pursuant to the Arrangement, the Buyer Shares issuable upon the exercise from time to time of the Company Options (or replacements thereof) in accordance with their respective terms, the Buyer Shares issuable upon the exercise from time to time of the Company Warrants in accordance with their respective terms, the Buyer Shares issuable upon the exercise from time to time of the Company RSUs in accordance with their respective terms and the Buyer Shares issuable upon the conversion from time to time of the Company Debentures in accordance with their respective terms will, when issued and delivered, be duly and validly issued by the Buyer on their respective dates of issue as fully paid and non-assessable shares and will not subject to a hold period under Securities Laws (other than as applicable to control persons or pursuant to Section 2.6 of National Instrument 45-102 – Resale of Securities) or be issued in violation of the terms of any agreement or other understanding binding upon the Buyer at the time that such shares are issued and will be issued in compliance with the constating documents of the Buyer and all applicable Laws. As of the Effective Date, all of the Company Options, Company RSUs and Company Warrants will be outstanding as duly authorized and validly existing options, RSUs and warrants to acquire the Buyer Shares, which will not be issued in violation of the terms of any agreement or other understanding binding upon the Buyer at the time at which they are issued and all of the Company Debentures will be outstanding as duly authorized and validly existing debentures convertible into Buyer Shares, which will not be issued in violation of the terms of any agreement or other understanding binding upon the Buyer at the time at which they are issued. (iii) There are no bonds, debentures (except Buyer Debentures) or other evidences of indebtedness of the Buyer outstanding having the right to vote (or that are convertible or exercisable for securities having the right to vote) with the Buyer Shareholders on any matter. (iv) Except for outstanding Buyer Options under the Buyer Stock Option Plan, Buyer Debentures, Buyer Warrants and the Buyer’s contingent commitment to issue Buyer Shares...

Buyer Shares. In connection with the issuance of the Buyer Shares contemplated by this Agreement, each Selling Party represents and warrants as follows: (a) Each Selling Party is acquiring the Buyer Shares for investment for its own account only, not as a nominee or agent, and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended and in effect from time to time, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”). Neither Selling Party has a present intention of selling, granting any participation in, or otherwise distributing the Buyer Shares. Neither Selling Party has any contract, undertaking, agreement or arrangement with any person or entity to sell, transfer or grant participations to such person or entity or to any other person or entity, with respect to any of the Buyer Shares. (b) At no time was either Selling Party presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television or other form of general advertising or solicitation in connection with the offer, sale and purchase of the Buyer Shares by the Buyer or its agents. (c) Each Selling Party is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act and under applicable Canadian securities laws. (d) Each Selling Party has been furnished with, and has had access to, such information as it considers necessary or appropriate in connection with the acquisition of the Buyer Shares, and each Selling Party has had an opportunity to ask questions and receive answers from the Buyer regarding the terms and conditions of the delivery of the Buyer Shares. (e) Each Selling Party has knowledge and experience in financial and business matters and acknowledges it is capable of evaluating the merits and risks of this prospective investment, has the capacity to protect its own interests in connection with this transaction, and is financially capable of bearing a total loss of the Buyer Shares. (f) Each Selling Party is fully aware of: (i) the highly speculative nature of the Buyer Shares, (ii) the financial hazards involved, (iii) the lack of liquidity of the Buyer Shares, and (iv) the tax consequences of acquiring the Buyer Shares. (g) Each Selling Party understands that the Buyer Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisi...

Buyer Shares. The Seller holds of record and owns beneficially the Buyer Shares, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), Taxes, Security Interests, options, warrants, purchase rights, or other contracts or commitments that could require the Seller to sell, transfer, or otherwise dispose of any capital stock of the Buyer. Except for other agreements to be executed in connection herewith, the Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the Buyer.

Buyer Shares. At the Closing, the Buyer shall have delivered to the Globisens Shareholders (or the Common Stock Trustee) good and exclusive title to, and all rights in connection with, the Buyer Shares, free and clear of any encumbrances or any restrictions on the right to vote. At the Closing, all Buyer Shares (a) have been duly authorized and validly issued, (b) are fully paid, and (c) have been issued in full compliance with (i) all applicable laws and the incorporation documents of the Buyer; and (ii) any pre-emptive rights or other rights to subscribe for or purchase securities of the Buyer. The Buyer Shares are not subject to any voting agreement, proxies, trusts or other agreement or understandings.