Buyer's Common Stock. As and when required by the provisions of this Agreement and subject to the terms and conditions hereof, Buyer will reserve for issuance and issue shares of Buyer's Common Stock. The shares of Buyer's Common Stock to be issued in accordance with this Agreement will have been duly authorized and, upon such issuance, will be validly issued, fully paid and nonassessable.
Buyer's Common Stock. At Closing, Buyer shall issue twenty million three hundred seventy (20,370,000) “restricted shares” (as that term is defined in Rule 144 of the Securities Act of 1933; the “Act”) of Buyer’s Common Stock which shall constitute forty percent (40%) of the issued and outstanding Common Stock of Buyer (the “Shares”). The Shares will be issued, at Closing, to those shareholders of Seller set forth on Schedule 2.1 (the “Shareholders”). Each Shareholder shall receive shares of Buyer’s Common Stock for each share of Seller’s Common Stock owned by the Shareholder. All fractional shares of Seller’s Common Stock issued in conjunction with this Agreement shall be rounded up to the next whole share number;
Buyer's Common Stock. At Closing, Buyer shall issue twenty-one million four hundred thirty thousand two hundred (21,430,200) shares of Buyer’s common stock (the “Shares”). The Shares will be issued, at Closing, to those shareholders of Seller set forth on Schedule 2.1 (the “Shareholders”). Each certificate shall carry a restrictive legend. The Shares will not be registered. All fractional shares of Seller’s common stock issued in conjunction with this Agreement shall be rounded up to the next whole share number;
Buyer's Common Stock. Stock certificates (or other evidence of issuance of the Exchange Ratio Consideration reasonably acceptable to Seller) representing shares of common stock of the Buyer consisting of the Exchange Ratio Consideration shall be issued and delivered to Seller free and clear of any and all Encumbrances (other than those arising under securities laws);
Buyer's Common Stock. The Buyer has registered the Buyer Common Stock under Section 12(g) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. The Buyer has taken no action designed to terminate, or which to its knowledge is likely to have the effect of, terminating the registration of the Buyer Common Stock under the Exchange Act, nor has the Buyer received any notification that the SEC is contemplating terminating such registration. The Buyer Common Stock is quoted on Nasdaq. Except as set forth on Schedule 5.10, the Buyer has received no notice, either oral or written, with respect to the continued eligibility of the Buyer Common Stock for quotation on Nasdaq, and the Buyer has maintained all requirements on its part for the continuation of such quotation. Except as set forth on Schedule 5.10, the Buyer has not, in the twelve (12) months preceding the date hereof, received notice from Nasdaq or any other exchange on which the Buyer Common Stock is or has been listed or quoted to the effect that the Buyer is not in compliance with the listing or maintenance requirements of such trading market.
Buyer's Common Stock. In exchange for the Purchased Assets, Buyer shall issue to Seller or Seller’s assigns twenty thousand (20,000) restricted Series B Common Stock shares of Buyer currently traded under the symbol “FRLI” (the “Shares”); and
Buyer's Common Stock. The Buyer's Common Stock to be issued hereunder will be validly issued, fully paid and non-assessable and will not be issued in violation of any preemptive or similar rights. The Buyer's Common Stock will be issued in compliance with all federal and state securities laws, and will be free from taxes, liens, and Encumbrances.
Buyer's Common Stock. The issuance and delivery by Buyer of shares of Buyer's Common Stock in connection with the Base Purchase Price and the Additional Purchase Price will be, at the Closing, or at the Revenue Payment Date, as applicable, duly and validly authorized by all necessary corporate action on the part of Buyer. The shares of Buyer's Common Stock to be issued will, when issued and delivered to Seller in accordance with this Agreement, be validly issued, fully paid and non-assessable, and free and clear of all liens, claims and Encumbrances.
Buyer's Common Stock. The shares of Buyer’s Common Stock have been duly authorized, and upon issuance pursuant to the provisions hereof, will be validly issued, fully paid and non-assessable.
Buyer's Common Stock. At the Closing, Buyer shall deliver to -------------------- Waters Common Stock with a market value of One Million One Hundred Twenty- Three Thousand Dollars ($1,123,000) (the "Purchase Shares"). The number of Purchase Shares to be delivered to Waters constituting a market value of $1,123,000 will be the number of shares of Buyer's Common Stock valued at Average Closing Price which have an aggregate Average Closing Price equal to One Million One Hundred Twenty-Three Thousand Dollars ($1,123,000). No fractional shares will be issued. With respect to any fractional share, Buyer shall pay to Waters an amount in cash equal to such fraction.
