Closing Payment Shares. (a) Subject to and upon the terms and conditions of this Agreement, in full payment for the Purchased Shares, the Purchaser shall (i) issue to the Seller the Closing Payment Shares less the Escrow Shares and (ii) issue the Escrow Shares to the Escrow Agent to be held pursuant to the terms of this Agreement and the Escrow Agreement. In the event of any conflict between this Agreement and the Escrow Agreement, this Agreement shall prevail.
Closing Payment Shares. Upon and subject to the terms and conditions of this Agreement and the Plan of Merger, at the Closing, Purchaser shall deliver or cause to be delivered the Closing Payment Shares, represented by book-entry, to each holder of Company Shares that have been converted into the right to receive the Consideration Shares, as set forth in the Allocation Statement.
Closing Payment Shares. (a) No certificates or scrip representing fractional shares of Purchaser Common Stock will be issued pursuant to the Merger, including with respect to any release of the Escrow Shares pursuant to Section 4.1(j) and the Escrow Agreement and such fractional share interests will not entitle the owner thereof to vote or to any rights of a shareholder of the Purchaser.
Closing Payment Shares. Prior to the Closing, Parent will have taken all necessary action to permit it to issue or otherwise deliver the Closing Payment Shares to be delivered in connection with the transactions contemplated hereby. The Closing Payment Shares, when issued and delivered as described herein, will be duly authorized, validly issued, fully paid, nonassessable and free and clear of any and all Liens, except as otherwise set forth in this Agreement, and no Person will have any preemptive right of subscription or purchase or any other right in respect thereof.
Closing Payment Shares. The Stock Certificates shall bear standard restrictive legends. No certificates or scrip representing fractional shares of Buyer Common Stock will be issued. Any fractional shares will be rounded to the nearest whole share.
Closing Payment Shares. The Purchaser shall issue to Sellers the Closing Payment Shares (other than any portion of the Closing Payment Shares that is payable as Closing Per Share Merger Consideration which shall be paid in accordance with Section 2.2) in accordance with Section 2.6(a)(ii), which shall be fully paid and free and clear of all Liens other than restrictions on transfer arising under applicable securities Law and the Registration Rights and Lock-Up Agreement. Each Seller shall receive the number of Closing Payment Shares opposite such Seller’s name on the Payment Notice (other than any portion of the Closing Payment Shares that is payable as Closing Per Share Merger Consideration which shall be paid in accordance with Section 2.2).
Closing Payment Shares. On the Closing Date, the Purchaser shall issue to each Seller such Seller’s Percentage Interest of the Closing Payment Shares.
Closing Payment Shares. The Purchaser shall issue to Sellers and Optionholders the Aggregate Closing Payment Shares, if any, in accordance with Section 2.6(a)(ii), which shall be fully paid and free and clear of all Liens other than restrictions on transfer arising under applicable securities Law and the Registration Rights and Lock-Up Agreement. Each Seller and Optionholder shall receive the number of Aggregate Closing Payment Shares, if any, opposite such Seller’s or Optionholder’s name on the Payment Notice.
Closing Payment Shares. Subject to Section 2.6(b), the Closing Payment Shares shall be paid in the form of stock certificates, bearing the legend set forth in Section 3.37(i) (the “Stock Certificates”), issued in the name of Seller (or as directed in writing by Seller to be apportioned to the Selling Members) (which at Buyer’s convenience, may be delivered within ten (10) Business Days after the Closing Date). No certificates or scrip representing fractional shares of Parent Common Stock will be issued, and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent. Any fractional shares will be rounded to the nearest whole share; and
Closing Payment Shares. (a) Subject to and upon the terms and conditions set forth in this Agreement, in full payment for the Company Common Stock purchased by the Purchaser pursuant to Section 2.1, the Purchaser shall issue to the Stockholders the Closing Payment Shares, which shall be fully paid and free and clear of all Liens other than applicable securities Law restrictions and the Lock-Up Agreements. Each Stockholder shall receive the number of Closing Payment Shares opposite such Stockholder’s name on Exhibit A in exchange for the number of Company Common Stock opposite such Stockholder’s name on Exhibit A. The number of Escrow Shares to be allocated among the Stockholders and held pursuant to the Escrow Agreement is set forth opposite each Stockholder’s name on Exhibit A. Exhibit A shall be updated between the date hereof and Closing solely to reflect the issuance of new ordinary shares in the Company pursuant to the Company Private Placement.
