Consideration for Dourave Shares Sample Clauses

Consideration for Dourave Shares. As full and complete consideration for the sale, transfer, assignment, conveyance and delivery of the Dourave Shares by the Sellers to Buyer, and for all representations, warranties, covenants and obligations of the Sellers in this Agreement, Buyer agrees to pay to the Sellers an aggregate amount equal to Three Million Two Hundred and Twenty Thousand US Dollars (US$3,220,000.00) (the “Purchase Price”), in accordance with the allocation set forth on Exhibit A attached hereto. Buyer shall pay the Purchase Price to the Sellers by issuing (a) Three Million Nine Hundred Sixty-one Thousand Eight Hundred Ninety-one (3,961,891) Buyer Shares with each Buyer Share being valued, after applying the DLOM (Discount for Lack of Marketability) described herein, at Sixty and Four-Tenth US Cents (US$0.604), and (b) warrants to purchase One Million Nine Hundred Eighty Thousand Nine Hundred Forty-five (1,980,945) Buyer Shares (the “Warrants”, and together with the Buyer Shares, the “Consideration”); provided, however that ten percent (10%) of such Buyer Shares and such Warrants to purchase Buyer Shares issuable hereunder shall be held back by Buyer for a period of one (1) year following the Closing in accordance with the terms of Section 2.3(b) (the “Holdback Securities”). Each Warrant shall be exercisable for one share of the common stock of Buyer (a “Warrant Share”, and together with the Buyer Shares and the Warrants, the “Securities”) at a price of US$1.20 per share for a period of two years from the Closing Date on the terms set forth, and substantially in the form of the Warrant certificate attached hereto, as Exhibit B. The Buyer Shares, the Warrants and the Warrant Shares issuable hereunder shall not be subject to any resale restrictions except as may be required under applicable United States or Canadian federal, state, provincial or other securities laws. Additionally, Sellers who are officers and/or directors of Dourave shall not sell any Buyer Shares issued to them hereunder until such Buyer Shares have vested in accordance with the following schedule: 1/3 at Closing, 1/3 on the first anniversary of Closing, and 1/3 on the second anniversary of Closing, and the certificates evidencing such Buyer Shares shall contain a legend reflecting the foregoing restriction.
Sample 1
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Consideration for Dourave Shares. As full and complete consideration for the sale, transfer, assignment, conveyance and delivery of the Dourave Shares by Seller to Buyer, and for all representations, warranties, covenants and obligations of Seller in this Agreement, Buyer agrees to issue to Seller, (a) [___________] shares of common stock of Buyer (the “Buyer Shares”), and (b) warrants to purchase [_______________] Buyer Shares for each Dourave Share owned by Seller and sold to Buyer hereunder (the “Warrants”, and together with the Buyer Shares, the “Consideration”). Each Warrant shall be exercisable for one share of the common stock of Buyer (a “Warrant Share”) at a price of US$1.20 per share for a period of two years from the Closing Date on the terms set forth, and substantially in the form of Warrant certificate attached hereto, as Exhibit A. The Buyer Shares, Warrants and Warrant Shares issuable hereunder shall not be subject to any resale restrictions except as may be required under applicable United States or Canadian federal, state, provincial or other securities laws.
Sample 1

Related to Consideration for Dourave Shares

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • Consideration for Stock In case at any time Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, the consideration therefor shall be deemed to be the amount received by the Company therefor. In case at any time any Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, as determined reasonably and in good faith by the Board of Directors of the Company. In case at any time any Common Stock, Convertible Securities or any rights or options to purchase any Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities shall be issued in connection with the issuance and sale of other securities of the Company, together consisting of one integral transaction in which no consideration is allocated to such rights or options by the parties, such rights or options shall be deemed to have been issued with consideration.

  • Consideration for Shares The Trustees may issue Shares of any Series for such consideration (which may include property subject to, or acquired in connection with the assumption of, liabilities) and on such terms as they may determine (or for no consideration if pursuant to a Share dividend or split-up), all without action or approval of the Shareholders. All Shares when so issued on the terms determined by the Trustees shall be fully paid and nonassessable (but may be subject to mandatory contribution back to the Trust as provided in Section 6.1(l) hereof). The Trustees may classify or reclassify any unissued Shares, or any Shares of any Series previously issued and reacquired by the Trust, into Shares of one or more other Series that may be established and designated from time to time.

  • Consideration for Purchases On the terms and subject to the conditions set forth in this Agreement, the Buyer agrees to make Purchase Price payments to the Originators and to reflect all capital contributions in accordance with Article III.

  • Consideration for Transfer Notwithstanding anything to the contrary herein contained, except as may be required by Section 5 hereof, where a Transfer is made for consideration, in no event shall any such Transfer by Executive of Executive Securities be made under Section 6(c) or offered to be made under Section 6(b) for any consideration other than United States dollars payable in full upon consummation of such Transfer.

  • Consideration for License 4.1 In partial consideration for the rights granted hereunder, NOBLE agrees to prepare and file, or have prepared and filed, any and all applications in the name of UGARF for plant variety rights for the Licensed Variety in the United States and, at NOBLE’s discretion, in any other jurisdiction.

  • WARRANT HOLDER NOT DEEMED A SHAREHOLDER Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Warrant Holders Not Deemed Stockholders No holder of Warrants shall, as such, be entitled to vote or to receive dividends or be deemed the holder of Common Stock that may at any time be issuable upon exercise of such Warrants for any purpose whatsoever, nor shall anything contained herein be construed to confer upon the holder of Warrants, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issue or reclassification of stock, change of par value or change of stock to no par value, consolidation, merger or conveyance or otherwise), or to receive notice of meetings, or to receive dividends or subscription rights, until such Holder shall have exercised such Warrants and been issued shares of Common Stock in accordance with the provisions hereof.

  • Cash in Lieu of Fractional Common Shares The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share (as determined in accordance with Section 14.1) for the Trading Day immediately prior to the date of such exercise or exchange.

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