Delivery of Buyer Shares. (a) The Buyer Shares shall be issued to the Shareholders as follows:
(i) ten percent (10%) of the Buyer Shares shall be pledged to Buyer as partial security for the indemnification obligations of the Shareholders under Article 8 hereof (the "Pledged Shares"). These Pledged Shares, subject to any reduction in number as may be necessary to satisfy the Shareholders' indemnification obligations, shall be delivered to the Shareholders one (1) year after the Closing Date, in accordance with the terms of the Pledge Agreement attached hereto as Exhibit 2.2(a)(iii).
(ii) The remainder of the Buyer Shares shall be delivered to the Shareholders at the Closing (as defined in Section 2.1 hereof). The total number of Buyer Shares to be issued to the Shareholders will be issued as follows: twenty percent (20%) of the shares will be issued to each of the Shareholders.
(b) The parties agree that the dollar value of each Buyer Share shall be the Average Price for all purposes in determining (i) the number of Buyer Shares to be issued under Section 1.2 hereof, (ii) the number of Buyer Shares to be pledged under this Section 1.3, or (iii) the number of Pledged Shares Buyer may withhold to satisfy an indemnifiable claim, notwithstanding the actual market value of such shares (in each case with respect to clauses (i), (ii) or (iii), as adjusted for any stock splits or stock dividends).
Delivery of Buyer Shares. Contemporaneously with the Closing and after being released by the stock transfer agent, and subject to the terms and conditions of the Registration Rights Agreement (including in reliance on the representations and warranties made by the Seller herein and therein), Buyer shall issue to Xxxxxxxx as part of the Purchase Price for the Equity Securities such number of shares of common stock of Buyer, par value $.001 per share (the “Buyer Shares”), as is equal to $4.0 million, divided by the Buyer Share Price, with such Buyer Shares to be held in book entry form.
Delivery of Buyer Shares. (a) The Buyer Shares shall be issued to the Shareholders as follows:
(i) ten percent (10%) of the Buyer Shares shall be pledged to Buyer as partial security for the indemnification obligations of the Shareholders under Article 8 hereof (the "Pledged Shares"). These Pledged Shares, subject to any reduction in number as may be necessary to satisfy the Shareholders' indemnification obligations, shall be delivered to the Shareholders one (1) year after the Closing Date, in accordance with the terms of the Pledge Agreement attached hereto as Exhibit 2.2(a)(iii).
(ii) The remainder of the Buyer Shares shall be delivered to the Shareholders at the Closing (as defined in Section 2.1 hereof). The total number of Buyer Shares to be issued to the Shareholders will be issued as follows: (A) eighteen and sixty-eight one-hundredths percent (18.68%) percent of the shares will be issued to each of Xxxxxx X.
Delivery of Buyer Shares. At Closing, Buyer shall deliver to Seller or reserve for issuance, as the case may be, an aggregate of thirty-five million six hundred thousand (35,600,000) shares of Buyer’s Common Stock registered or reserved, as the case may be, in the names of Seller and the holders of special or bridge warrants or Convertible Note as set forth in paragraph 3(a) above (“Buyer’s Shares”).
Delivery of Buyer Shares. At Closing, Buyer shall deliver to Seller a certificate representing the Buyer Shares in the name of Seller and a warrant representing the Buyer Warrants in the name of Seller, which Buyer Shares and Buyer Warrants will be restricted for a period of twelve (12) months from the date of issuance.
Delivery of Buyer Shares. At or after Closing, Buyer shall deliver to Sellers a certificate representing the Buyer Shares in the name of Xxxx Xxxxx.
Delivery of Buyer Shares. Buyer shall have issued certificates representing the Buyer Shares to be held as provided in Section 2.3.
Delivery of Buyer Shares. The Buyer covenants and agrees that, within five (5) Business Days of its receipt of the Shareholder Approval, provided the Shareholder Approval is received prior to December 31, 2010, it will deliver to the Seller Representative on behalf of the Sellers an executed certificate registered in each Seller’s name representing such Seller’s Pro Rata Share of the number of Buyer Shares set forth in Section 1.3(d) and shall deliver to the Escrow Agent pursuant to the Escrow Agreement the Stock Escrow Shares.
Delivery of Buyer Shares. Buyer shall deliver to the Shareholders certificates representing the Buyer Shares registered in the names of the Shareholders as set forth in Schedule “A” to Xxxxxx & Xxxxxx, LLP who will on Closing deliver the Buyer Shares to a representative of the Shareholders. If Closing does not occur as set out herein, Xxxxxx & Jaclin, LLP are instructed and authorized to return the Buyer Shares to the Buyer.
Delivery of Buyer Shares. PBDH shall deliver to PBDI certificates representing the Buyer Shares registered in the names of Jxxxxx Xxxxxxxx as set forth in Schedule “A” to Axxxxx & Jaclin, LLP who will on Closing deliver the Buyer Shares to a representative of PBDI. If Closing does not occur as set out herein, Axxxxx & Jxxxxx, LLP are instructed and authorized to return the Buyer Shares to the PBDH.
