Closing Shares. The Closing Shares, upon issuance thereof, will be duly authorized, validly issued, fully paid, nonassessable, and not subject to any Encumbrance. The Closing Shares shall be issued in compliance with all applicable securities laws.
Closing Shares. The Closing Shares issuable pursuant to this Agreement have been duly authorized, and when issued in accordance with the terms hereof, will be validly issued, fully paid and non-assessable and free of pre-emptive rights.
Closing Shares. Upon consummation of the merger and delivery of the Closing Shares (including additional shares delivered as a result of adjustments called for in this Agreement), each of the Closing Shares will be (a) duly authorized, validly issued, fully paid, and non-assessable, with no personal liability attached thereto, and free and clear of any liens or preemptive rights (unless imposed at the direction of a Shareholder); (b) issued pursuant to a valid exemption from registration under the Securities Act of 1933 and the Texas Securities Act; (c) covered by a valid resale statement filed with the Securities and Exchange Commission; and (d) freely tradable in resale transactions by the Shareholders as of the Closing Date.
Closing Shares. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price per share set forth in Schedule A, the respective number of Closing Securities as set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Closing Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject, in each case, to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares.
Closing Shares. 19 SECTION 5.02 Notice of Option Exercise; Delivery of Option Exercise Price....................................................21 SECTION 5.03 Company Options, Etc..............................................23 ARTICLE VI - FORM OF DEPOSITARY RECEIPTS, DEPOSIT OF STOCK, EXECUTION AND DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF DEPOSITARY RECEIPTS...................................................24
Closing Shares. (a) The Happy Genius Shares will be owned at all times prior to the Closing by Happy Genius, and such shares represent valid and binding obligations of Sun Wave and Greatest Joy, enforceable against them in accordance with their terms.
(b) The Mandra Shares will be owned at all times prior to the Closing by Mandra, and such shares represent valid and binding obligations of Sun Wave and Greatest Joy, enforceable against them in accordance with their terms.
(c) The Closing Shares when sold to the Company at Closing will be duly and validly authorized and issued, fully paid and non-assessable. At the Closing, in accordance with the provisions of this Agreement, the Company will own the Closing Shares free and clear of any Encumbrance, or third party right or claim of any kind.
(d) The outstanding capital shares of the Company are duly and validly authorized and issued, credited as fully paid and non-assessable, have been issued in accordance with all applicable laws, the Company’s Memorandum and Articles of Association and any relevant securities laws or pursuant to valid exemptions therefrom.
Closing Shares. Upon the terms and subject to the conditions set forth herein and in the Plan, at the Closing, in consideration for the Acquisition, the Plan Investor shall issue the Closing Shares to the Company free and clear of all Encumbrances and deemed fully paid. Notwithstanding the foregoing, the Plan Investor shall issue New Warrants (as defined in the Plan) in lieu of the Closing Shares as and to the extent contemplated by the Plan.
Closing Shares. At Closing (as defined below), each Member shall receive (i) the number of shares of Company Common Stock equal to the product of (A) multiplied by (B), where (A) equals the percentage of such Member's current respective ownership interests of Sovereign as set forth on Schedule 4.2 (such ownership interest for each Member, the "Percentage Interest") and (B) equals 35,000,000 shares of Company Common Stock, and (ii) the number of shares of Company Convertible Preferred Stock equal to the product of (C) multiplied by (D) where (C) equals such Member's Percentage Interest and (D) equals 100,000 shares of Company Convertible Preferred Stock. The Company Common Stock and Company Convertible Preferred Stock to be issued at Closing pursuant to this Section 1.1(a) shall be referred to as the "Closing Shares."
Closing Shares. Promptly following Closing, Buyer shall issue to the Company Stockholders in the proportions set forth on Exhibit A the number of shares of common stock in Buyer (the “Closing Shares” and together with the Closing Cash Payment, the “Closing Payment”) equal to the quotient of (i) One Million Dollars ($1,000,000) divided by (ii) the Share Value. The “Share Value” for purposes of determining the number of Closing Shares issued to the Company Stockholders shall be the average reported closing per share trading price of Buyer’s shares of common stock for the thirty (30)-day period immediately preceding the Closing.
Closing Shares. 22 4.12 Material Misstatements and Omissions............................22
