Consideration, Issuance and Delivery of Stock Sample Clauses

Consideration, Issuance and Delivery of Stock. In consideration of the delivery of all of the issued and outstanding shares of the Capital Stock of Syrup to MDHG, and compliance by Syrup with its warranties and undertakings contained herein, MDHG shall at Closing, deliver one or more certificates representing the aggregate of 3,026,794 shares of MDHG Common Stock." All such shares issuable pursuant to this agreement will be investment stock, and are subject to all restrictions upon resale, assignment and transfer as may be imposed under the Securities Act of 1933, as amended; and when so issued and delivered, such shares, each with an appropriate restrictive legend thereupon, shall be fully paid and non-assessable. As a condition precedent to the issuance of the certificates, Syrup undertakes to provide duly executed Investment Letters from each person or entity, other than Streisfeld and Posner, xx xxxxx name any of the aforementioned shares shall be issued.
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Consideration, Issuance and Delivery of Stock. In consideration of the delivery of all of the issued and outstanding shares of the Capital Stock of Syrup to MDHG, and compliance by Syrup with its warranties and undertakings contained herein, MDHG shall at Closing, deliver one or more certificates representing the aggregate of 3,026,794 shares of MDHG Common Stock. Notwithstanding the foregoing, said stock shall be delivered to Morgenthau, Greenes, Goldfarb & Arxxxxxx, P.C. as Escrow Agents, to be held by such firm in escrow until such time as the total sum of $150,000 has been paid to the Selling Control Shareholder Group as defined in the contemporaneous Stock Purchase Agreement by and between the parties. Until such time as such shares are released from escrow, the Shares will not have voting rights. All such shares issuable pursuant to this Agreement will be investment stock, and are subject to all restrictions upon resale, assignment and transfer as may be imposed under the Securities Act of 1933, as amended; and when so issued and delivered, such shares, each with an appropriate restrictive legend thereupon, shall be fully paid and non- assessable. As a condition precedent to the issuance of the certificates, Syrup undertakes to provide duly executed Investment Letters from each person or entity, other than Streisfeld anx Xxxxxx, in whose name any of the aforementioned shares shall be issued.
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Consideration, Issuance and Delivery of Stock. In consideration of, and in exchange for the foregoing transfer, assignment and conveyance, and subject to compliance by ISI with its warranties and undertakings contained herein. CTE shall: A. At Closing, issue and deliver to ISI 12,500,000 shares of CTE's common stock in exchange for all of the issued and outstanding common shares of ISI. The stock will be issued on a restricted and investment basis, which upon such issuance and delivery, shall be fully paid and non-assessable. B. Place on each certificate representing their shares of CTE a standard form investment legend stating that the shares are not registered under the Securities Act of 1933 and cannot be sold, hypothecated, or transferred without registration or under an appropriate exemption from registration. CTE has not represented, directly or indirectly, that it will take any measure to make the exemption available. 1.6
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Consideration, Issuance and Delivery of Stock. In consideration of, and in exchange for the foregoing transfer, assignment and conveyance, and subject to compliance by WII with its warranties and undertakings contained herein. IVL shall:
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Consideration, Issuance and Delivery of Stock. In consideration of, and in exchange for the foregoing transfer, assignment and conveyance, and subject to compliance by PRA with its warranties and undertakings contained herein. Xxxxxxx shall issue to PRA one certificate representing 19,200,000 restricted shares of Xxxxxxx'x par value $.001 common stock registered in the name of Press Realty Advisors, L.L.C. This certificate will be issued by Xxxxxxx with the understanding that the underlying shares will be reconveyed to the six (6) stockholders of PRA pro rata to their respective equity interests therein. These Xxxxxxx shares, when issued, will not have been registered under the Securities Act of 1933 or the Blue Sky laws of any State, but will be issued in reliance on the exemption from registration provided by (S) 4(2) of the Securities Act of 1933 and the exemptions provided by all applicable State Blue Sky laws for transactions by an issuer not involving any public offering. When issued, these shares will be deemed "restricted securities" as that phrase is defined by Paragraph (a)(3) of Rule 144 promulgated by the Securities Commission (17 C.F.R. (S) 230.144). Each certificate representing the shares of Xxxxxxx issued to PRA and thereafter, to PRA's stockholders, shall bear a standard form investment legend stating that the shares are not registered under the Securities Act of 1933 and cannot be sold, hypothecated, or transferred without registration or under an appropriate exemption from registration. Xxxxxxx has not represented, directly or indirectly, that it will take any measures to make any exemption from registration required to permit distribution of the Xxxxxxx shares available PRA or any of its stockholders.
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Consideration, Issuance and Delivery of Stock. As consideration to HVI for transfer of the above described stock. INTRACELL, by virtue of an assignment to be executed on closing in the form of the assignment in Schedule B attached hereto and by this reference made a part hereof, shall assign exclusive world-wide licence granted by the University of Birmingham to make, use, exercise and vend a proprietary invention for the treatment of AIDS. The above- described stock shall be delivered simultaneously with the assignment of the license (See the License Agreement, attached hereto Schedule C.)
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Consideration, Issuance and Delivery of Stock. In consideration of the delivery of all the issued and outstanding shares of the Capital Stock of EBN to FLDT, and compliance by EBN with its warranties and undertakings contained herein, FLDT shall deliver certificates representing the aggregate of 3,000,000 shares of FLDT Common Stock. All shares issuable pursuant to this Agreement will be investment stock, and are subject to all restrictions upon resale, assignment and transfer as may be imposed under the Securities Act of 1933, as amended; and when so issued and delivered, such shares, each with an appropriate legend thereupon, shall be fully paid and non-assessable. As a condition precedent to the issuance of the certificates, EBN undertakes to provide duly executed Investment Letters form each person in whose name any of the aforementioned shares shall be issued.
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Consideration, Issuance and Delivery of Stock. In consideration of, and in exchange for the foregoing transfer, assignment and conveyance, and subject to the terms and conditions herein stated, Caldera shall, at Closing, issue and deliver to Level Jump's stockholders, in the numbers set forth opposite their names on Exhibit A hereto, 5,087,500 shares of Caldera's common stock in exchange for all of the issued and outstanding common shares of Level Jump. The shares to be issued pursuant to this paragraph will not, when issued, have been registered under the Securities Act of 1933, (the "Act"), but will be issued in reliance on the exemption provided by "4(2) of the Act for transactions by an issuer not involving any public offering. As a result, the shares will be "restricted securities" as that phrase is defined by paragraph (a)(3) of SEC Rule 144 under the Act (17 C.F.R. " 230.144), and will be subject to the resale restrictions set forth in that Rule. The shares, when issued, will be validly authorized and issued, duly paid and non-assessable common shares of Caldera.
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Consideration, Issuance and Delivery of Stock. In consideration of, and in exchange for the foregoing transfer, assignment and conveyance, and subject to compliance by PLAN B PRODUCTIONS OF UTAH, INC. with its warranties and undertakings contained herein. BACH-HAUSER, INC. XXXXX:
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Related to Consideration, Issuance and Delivery of Stock

  • Issuance and Delivery of Shares Once vested, the shares of vested Restricted Stock will be delivered to the Employee via electronic delivery to the Employee’s account with the Company’s stock plan administrator and will be freely transferable by the Employee. The Committee may change the procedure for issuance and delivery of shares of vested Restricted Stock at any time. Notwithstanding any other provision of this Restricted Stock Agreement, the issuance and delivery of the shares of Common Stock under this Paragraph 9 shall be subject to the requirements of Paragraph 12, including restrictions on transfer as provided therein to the extent applicable.

  • Purchase, Sale and Delivery of Shares (a) On the basis of the representations, warranties and covenants contained herein, and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a price of $________ per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule A hereto, subject to adjustments in accordance with Section 8 hereof. In addition, on the basis of the representations, warranties and covenants herein contained and subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, at their election, up to 375,000 Option Shares at the same price per share as set forth for the Firm Shares in the paragraph above, for the sole purpose of covering overallotments in the sale of the Firm Shares. The option granted hereby may be exercised in whole or in part, but only once, and at any time upon written notice given within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which certificates are to be delivered. If any Option Shares are purchased, each Underwriter agrees, severally and not jointly, to purchase that portion of the number of Option Shares as to which such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than two or later than ten full business days after the exercise of such option, and shall not in any event be prior to the Closing Date. If the date of exercise of the option is three or more full days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date.

  • Sale and Delivery of Shares (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to issue and sell Shares from time to time through the Manager, acting as sales agent, and the Manager agrees to use its reasonable efforts to sell, as sales agent for the Company, the Shares on the following terms.

  • Exercise, Payment for and Delivery of Stock This Option may be exercised by the Grantee or other person then entitled to exercise it by giving four business days written notice of exercise to the Company specifying the number of shares to be purchased and the total purchase price, accompanied by a check to the order of the Company in payment of such price. If the Company is required to withhold on account of any federal, state or local tax imposed as a result of such exercise, the notice of exercise shall also be accompanied by a check to the order of the Company in payment if the amount thus required to be withheld.

  • Issuance, Sale and Delivery of the Shares The Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and will conform in all material respects to the description thereof set forth in the Private Placement Memorandum. No preemptive rights or other rights to subscribe for or purchase exist with respect to the issuance and sale of the Shares by the Company pursuant to this Agreement. No stockholder of the Company has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company's intent to file the Registration Statement) to require the Company to register the sale of any shares owned by such stockholder under the Securities Act of 1933, as amended (the "Securities Act"), in the Registration Statement. No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Shares to be sold by the Company as contemplated herein.

  • Delivery of Consideration 6 3.1 Stockholders' Consideration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 3.2 Stockholders' Deliveries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

  • Purchase, Sale and Delivery of the Units (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $7.44 per Unit, the number of Firm Units set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof.

  • PURCHASE, SALE AND DELIVERY OF THE COMMON SHARES The Firm Common Shares. The Company agrees to issue and sell to the several Underwriters the Firm Common Shares upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Common Shares set forth opposite their names on Schedule A. The purchase price per Firm Common Share to be paid by the several Underwriters to the Company shall be [$_____] per share. The First Closing Date. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of NationsBanc Xxxxxxxxxx Securities, Inc., 000 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed to by the Company and the Representatives) at 6:00 a.m. San Francisco time, on [___], or such other time and date not later than 10:30 a.m. San Francisco time, on [___] as the Representatives shall designate by notice to the Company (the time and date of such closing are called the "First Closing Date"). The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 10. The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 Optional Common Shares from the Company at the purchase price per share to be paid by the Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term "First Closing Date" shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the "Second Closing Date" and shall be determined by the Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A ---------- opposite the name of such Underwriter bears to the total number of Firm Common Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. Public Offering of the Common Shares. The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Prospectus, their respective portions of the Common Shares as soon after this Agreement has been executed and the Registration Statement has been declared effective as the Representatives, in its sole judgment, has determined is advisable and practicable. Payment for the Common Shares. Payment for the Common Shares shall be made at the First Closing Date (and, if applicable, at the Second Closing Date) by wire transfer of immediately available funds to the order of the Company. It is understood that the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Common Shares and any Optional Common Shares the Underwriters have agreed to purchase. NationsBanc Xxxxxxxxxx Securities LLC, individually and not as the Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Delivery of the Common Shares. The Company shall deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters certificates for the Firm Common Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds, in accordance with the Company's written wire transfer instructions, for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters, certificates for the Optional Common Shares the Underwriters have agreed to purchase at the First Closing Date or the Second Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds, in accordance with the Company's written wire transfer instructions, for the amount of the purchase price therefor. The certificates for the Common Shares shall be in definitive form and registered in such names and denominations as the Representatives shall have requested at least two full business days prior to the First Closing Date (or the Second Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the Second Closing Date, as the case may be) at a location in New York City as the Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. Delivery of Prospectus to the Underwriters. Not later than 12:00 p.m. on the second business day following the date the Common Shares of released by the Underwriters for sale to the public, the Company shall delivery or cause to be delivered copies of the Prospectus in such quantities and at such places as the Representatives shall request.

  • Purchase, Sale and Delivery of the Shares (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters and the Underwriters, severally and not jointly, agree to purchase from the Company, at a purchase price per share of $_______, the number of Firm Shares set forth opposite the respective names of the Underwriters in Schedule I hereto plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof.

  • Sale and Delivery of the Shares On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and the Manager agree that the Company may from time to time seek to sell Shares through the Manager, acting as sales agent, or directly to the Manager acting as principal, as follows:

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