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 Shares. (a) Following execution of this Agreement, if required by the ASX Listing Rules, the Parent shall lodge an Appendix 3B with the ASX to announce the proposed issue of the Consideration Shares.
(b) On or immediately following the Closing Date, the Parent shall do all such acts, matters and things that are necessary to procure the official quotation of the Consideration Shares on the ASX, including: (i) applying for official quotation of the Consideration Shares on the ASX by lodging an Appendix 2A, (ii) lodging with the ASX a cleansing notice in accordance with section 708A(5)(e) of the Corporations Act in respect of the Consideration Shares, (iii) causing its share registry to enter the Consideration Shares in the share register of the Parent; and (iv) requesting its share registry to issue to each Vendor a holding statement in respect of the relevant Consideration Shares.
(c) If the number of Consideration Shares to be issued to a Vendor is not a whole number, then: (i) any fractional entitlement to Consideration Shares which is 0.5 or greater will be rounded up to the nearest whole number of Consideration Shares and (ii) any fractional entitlement to Consideration Shares which is less than 0.5 will be rounded down to the nearest whole number of Consideration Shares. Any difference in the Purchase Price resulting from such rounding will be reflected in accordance with the post-Closing adjustments pursuant to Section 2.7.
(d) That portion of the Purchase Price payable in Consideration Shares which are issued to Insiders will be escrowed (i.e., prohibited from trading), held on the Issuer Sponsored Subregister and subject to a Holding Lock for a period of twelve (12) months after Closing (“Insider Share Escrow”) pursuant to the terms of this Agreement and an escrow restriction deed entered into between each Insider and the Parent (the “Insider Share Escrow Agreements”), substantially in the form attached as Schedule 2.5.3(D), hereto.
(e) That portion of the Purchase Price payable in Consideration Shares which are issued to Investors will be escrowed (i.e., prohibited from trading), held on the Issuer Sponsored Subregister and subject to a Holding Lock for a period of three (3) months from Closing (“Investor Share Escrow”) pursuant to the terms of this Agreement and an escrow restriction deed entered into between each Investor and the Parent (the “Investor Share Escrow Agreements”), substantially in the form attached as Schedule 2.5.3(E), hereto.
(f) During t...
Consideration Shares. The Seller acknowledges and agrees that:
(a) no prospectus has been filed with any Governmental Authority in connection with the acquisition and sale of the Consideration Shares, and the Seller is acquiring the Consideration Shares pursuant to an exemption from the prospectus requirements under Applicable Securities Laws and, as a consequence: (i) it is restricted from using most of the civil remedies available under Applicable Securities Laws; (ii) it may not receive information that would otherwise be required to be provided to it under Applicable Securities Laws; and (iii) the Buyer is relieved of certain obligations that would otherwise apply under Applicable Securities Laws
(b) the Seller is acquiring the Consideration Shares as principal (as defined in Applicable Securities Laws) for its own account, and not for the benefit of any other person;
(c) the Seller understands and acknowledges that the Consideration Shares will be subject to certain resale restrictions under Applicable Securities Laws and the Corporate Placee Registration Form, if applicable, and the Seller agrees to comply with such restrictions. The Seller also acknowledges that it has been advised to consult its own legal advisors with respect to applicable resale restrictions and that it is solely responsible (and the Buyer is not in any manner responsible) for complying with such restrictions; and
(d) certificates and direct registration statements representing this Consideration Shares shall bear the following legends, subject to such amendment or changes as shall be approved by the Buyer or required under Applicable Securities Laws: BEFORE [the date which is four months and a day after the Closing Date] UNTIL [the date which is four months and a day after the Closing Date]”.
Consideration Shares. As of the Closing, all of the Consideration Shares shall be duly authorized, validly issued, fully paid and nonassessable, and not issued in violation of any preemptive or similar rights. Upon delivery to the Sellers of the certificates representing the Consideration Shares, the Sellers will acquire good and valid title to such Consideration Shares, free and clear of any Encumbrances, other than restrictions under applicable securities laws.
Consideration Shares. The Aggregate Merger Consideration and Aggregate Exchange Consideration, when issued in accordance with the terms hereof, shall be duly authorized and validly issued and allotted, fully paid and non-assessable and issued or allotted in compliance with all applicable Law, including state and federal securities Laws, and not subject to, and not issued in violation of, any Lien, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, PubCo’s Governing Documents, or any Contract to which PubCo is a party or otherwise bound.
Consideration Shares. The Consideration Shares to be issued hereunder will, upon issue and delivery, be validly issued as fully-paid and non-assessable shares in the capital of the Purchaser, free of all restrictions on trading other than those required by applicable securities law or the Escrow terms as set out in Section 2.3 hereof.
Consideration Shares. All CONSIDERATION SHARES will be, when issued in accordance with this AGREEMENT, duly authorized, validly issued, fully paid and nonassessable.
Consideration Shares. (a) As of the date hereof and at the Closing Time, the issuance of the Consideration Shares will not be subject to any pre-emptive rights of any shareholder of the Purchaser, and all corporate action required to be taken by the Purchaser for the authorization, issuance, sale and delivery of the Consideration Shares will have been validly taken;
(b) The Consideration Shares, when issued to the Vendors pursuant to this Agreement, shall be duly issued and outstanding as fully paid and non-assessable securities of the Purchaser;
(c) The Consideration Shares shall be issued as free and clear of any Encumbrances or rights of third parties, voting trusts, unanimous or other shareholder agreement, proxies and other interest, claims or demands of every kind or nature whatsoever;
(d) The issue of the Consideration Shares to the Vendors will be exempt from the prospectus requirements and dealer registration requirements of the applicable securities laws; and
(e) At or prior to the Closing Date, the Purchaser will have obtained conditional approval for the listing of the Consideration Shares on the TSXV.
Consideration Shares. As of the Closing Date and upon completion of the Transaction, the Consideration Shares will be validly issued as fully paid and non-assessable.
Consideration Shares. Subject to Section 2.5.3, the Parent shall issue, as fully paid, in the name of each Vendor, the number of Consideration Shares equal to each Vendor’s Designated Percentage (as set forth next to such Vendor’s name in Schedule 2.1, which Schedule is being delivered by the Vendors concurrently with the execution of this Agreement) of the Consideration Share Amount divided by US$7.4895, representing the value of each Consideration Share calculated at the volume weighted average price at which the Telix Shares are traded on the ASX (excluding special crossings and overnight sales) for the ten (10) trading day period immediately ending on Friday March 1, 2024, as converted from AUD to USD at the exchange rate published online by the Reserve Bank of Australia as of the Business Day prior to the date hereof.
