Consideration Securities Sample Clauses

Consideration Securities. The Consideration Securities to be issued to the Seller Parties at Closing will, on the Closing, be duly authorized by all necessary corporate actions and, when so issued in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and will not be issued in violation of the pre-emptive or similar rights of any person.

Consideration Securities. (a) Such Seller has such knowledge and experience in financial and business matters so that such Seller is capable of protecting such Seller’s own interests in connection with the acquisition of the Consideration Securities (and any securities of the Guarantor or any other issuer issued, distributed or otherwise received in exchange therefor or upon conversion thereof or as a dividend or distribution on or otherwise in respect thereof (“Successor Securities”)) and evaluating the merits and risks of such Seller’s investment in the Purchaser. (b) Such Seller and such Seller’s advisors have such knowledge and experience in financial, tax and business matters so as to enable such Seller to utilize the information made available to such Seller in connection with the investment contemplated hereby to evaluate the merits and risks of an investment in the Guarantor and to make an informed investment decision with respect thereto, and such Seller is an “accredited investor” as defined in Regulation D promulgated under the Securities Act. Such Seller is familiar with the type of investment that the Consideration Securities (and any Successor Securities thereto) constitute and recognizes that an investment in the Guarantor involves substantial risks, including risk of loss of the entire amount of such investment. Such Seller can bear the economic risk of the purchase of the Consideration Securities (and any Successor Securities thereto) and of the loss of the entire amount of the investment. (c) Such Seller is aware that there are limitations and restrictions on the circumstances under which such Seller may offer to sell, transfer or otherwise dispose of the Consideration Securities (and any Successor Securities thereto). Such limitations and restrictions include those set forth in Section 6.9 and those imposed by operation of applicable securities laws and regulations. Such Seller acknowledges that as a result of such limitations and restrictions, it might not be possible to liquidate an investment in the Consideration Securities (and any Successor Securities thereto) readily and that it may be necessary to hold such investment for an indefinite period. (d) In evaluating the suitability of an investment in the Guarantor, such Seller has not relied upon any oral or written representations or other information from the Purchaser or any Affiliate of the Purchaser or any agent or representative of the Purchaser or its Affiliates except as set forth herein. (e) No person...

Consideration Securities. The Purchaser Shares to be issued hereunder to the Vendor will be validly issued as fully paid or credited as fully paid and non-assessable shares in the capital of the Purchaser. All of the Purchaser Shares issued at Closing shall be free and clear of all Encumbrances of any kind whatsoever.

Consideration Securities. 12.1 The Parties acknowledge that ASX may require the Consideration Securities to be subject to trading restrictions under the ASX Listing Rules for a period of up to 24 months which means that during the relevant period, RFI may not be able to dispose of, or agree or offer to dispose of the Consideration Securities, or create, or agree or offer to create, any security interest in the Consideration Securities, or do or omit to do, any act or omission that would have the effect of transferring effective ownership or control of the Consideration Securities. 12.2 RFI agrees to execute whatever instruments ASX may require to record any restriction of the nature contemplated by clause 12.1.

Consideration Securities. As consideration for the Target Shares to be acquired by the Purchaser pursuant to the terms of this Agreement, the Purchaser will allot and issue: (a) an aggregate of 47,903,927 Consideration Shares, on a pre-Purchaser Consolidation basis (27,083,493 Consideration Shares on a post-Purchaser Consolidation basis), to the Target Shareholders, as fully paid and non-assessable Purchaser Shares, on the basis of 1.76875 Consideration Shares for each Target Share held, and (b) an aggregate of 2,721,153 Consideration Warrants, on a pre-Purchaser Consolidation basis (1,538,461 Consideration Warrants on a post-Purchaser Consolidation basis), to the applicable Target Shareholders set out in Schedule A, each of which will be exercisable into one Purchaser Share at a price of $0.424 per Purchaser Share (on a pre-Purchaser Consolidation basis) for a period of three years following the Closing, all in such specific amounts as are set out opposite each Target Shareholder's name in Schedule A.