Buyer's Shares. To the knowledge of Buyer there are no current circumstances which will directly lead to the suspension of trading of Buyer's Shares issued to Sellers on the public stock exchange or cause Sellers to be unable to register or trade in such Buyer's Shares as are issued to them at the time that they are issued.
Buyer's Shares. At the Closing, the Buyer will deliver to Seller certificate(s) representing 2,000,000 shares of Buyer's common stock ($.0001 par value per share), duly executed by its authorized officers and in proper form for transfer to Seller (the "Buyer's Shares").
Buyer's Shares. The Buyer’s Shares distributed to Seller will be duly authorized, validly issued, fully paid and non-assessable, will not have been issued in violation of the preemptive rights of any shareholder, will be identical to all other shares of Buyer’s common stock, and, in the hands of Seller, will have all the rights, privileges and preferences accorded to all other holders of shares of common stock.
Buyer's Shares. The Buyer’s Shares, when issued, will be validly issued, fully paid and non-assessable.
Buyer's Shares. 3.11.1 Seller acknowledge that they have conducted whatever investigations they deem necessary or desirable and have had a full opportunity to ask questions of and has received satisfactory answers from Buyer or its representatives concerning the terms and conditions of this investment. Xxxxxxx Xxxxxx, President of the Company, has made himself available to answer any and all questions Seller may have regarding Buyer. In agreeing to receive the Shares, the undersigned is not relying upon any representations or information made or presented by Buyer, or by Xx. Xxxxxx, which they have not independently verified to their satisfaction, other than those representations and warranties in Section 4.3 below.
Buyer's Shares. 9.1 Seller acknowledges that it has conducted whatever investigations it deems necessary or desirable and has had a full opportunity to ask questions of and has received satisfactory answers from Buyer or its representatives concerning the terms and conditions of Buyer's investment in the Shares. In agreeing to receive the Shares, Seller is not relying upon any representations or information made or presented by Buyer, other than those representations and warranties in Section 9 below.
Buyer's Shares. A portion of the Purchase Price (the "Share Amount") shall be paid by Buyer issuing and delivering to Seller at Closing shares of Buyer's Class A common stock (the "Shares"). The number of Shares to be issued to Seller at Closing shall be equal to the lesser of 39,400,000 or the number of Shares determined by dividing (i) forty-five percent (45%) of the Estimated Purchase Price by (ii) the greater of (1) the volume weighted average trading price of Buyer's Class A common stock on the New York Stock Exchange, as reported by Bloomberg, L.P., during the period from the first trading day following the date the parties publicly announce their signing of this Agreement through the date that is five (5) trading days prior to the Closing Date (the "Average Price") and (2) $5.35. The value of such Shares for purposes of determining the amount of the Subordinated Promissory Note shall be equal to such number of Shares multiplied by the greater of the Average Price and $5.35.
Buyer's Shares. All of the Buyer’s Shares have been duly authorized and, when issued and paid for in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of all preemptive rights. Assuming the accuracy of the representations and warranties made by Semitool in Article 3, and compliance with the covenants of Semitool in Article 5, no registration of the Buyer’s Shares under the Securities Act is required in connection with the acquisition of the Buyer’s Shares by Semitool as contemplated by this Agreement.
Buyer's Shares. Buyer has available out of its authorized but unissued shares of common stock sufficient shares to effect the issuance to Seller of the Buyer's Shares. Upon issuance, the Buyer's Shares will be duly and validly issued, fully paid and non-assessable and free from all taxes, liens and charges other than restrictions upon transfer thereof imposed by the Securities Act.
Buyer's Shares. Prior to the Closing Date, Buyer shall assign, transfer and convey to Parent all of Buyer's right, title and interest in and to each share of Company Common Stock as to which Buyer is the beneficial owner.
