IDT Shares Sample Clauses

IDT Shares. The IDT Shares, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly authorized, validly issued, free and clear of all Encumbrances, fully paid and non-assessable, and, based in part upon the representations of each Shareholder in this Agreement, will be issued in compliance with all U.S. federal and state securities laws. The holder of the IDT Shares will be entitled to vote on matters submitted to the approval of the holders of the Class B Common Stock of IDT as set forth in IDT’s Certificate of Incorporation as in effect from time to time.
Sample 1
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IDT Shares. Each Shareholder is acquiring the IDT Shares for investment purposes only, and not for the account of any other person or entity. No Shareholder is acquiring the IDT Shares with a view to resell, distribute, subdivide or otherwise transfer such IDT Shares to any other person or entity, other than in accordance with the Securities Act and applicable state securities laws. Each Shareholder acknowledges that (a) it is able to bear the economic risk related to its ownership of the IDT Shares, (b) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of such investment in the IDT Shares, (c) it has had the opportunity to ask questions and receive answers and to obtain such other information desired in order to evaluate the merits and the risks of the offering of IDT Shares and the ownership thereof, (d) it is not relying on any representations or warranties relating to the acquisition of the IDT shares not set forth in this Agreement, and (e) IDT possesses non-public information about its business, operations and prospects that it has not disclosed to Shareholders and each Shareholder, hereby waives any claims against IDT with respect to such non-disclosure.
Sample 1
IDT Shares. Xxxxxxx is acquiring the IDT Shares for investment purposes for his account only and not for the account of any other person or entity. Xxxxxxx is not acquiring the IDT Shares with a view to resell, distribute, subdivide or otherwise transfer such IDT Shares to any other person or entity, other than in accordance with the Securities Act and applicable state securities laws. Xxxxxxx acknowledges that (a) he is able to bear the economic risk related to its ownership of the IDT Shares, (b) he has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of such investment in the IDT Shares, (c) he had the opportunity to ask questions and receive answers and to obtain such other information Xxxxxxx desired in order to evaluate the merits and the risks of the offering of IDT Shares and the ownership thereof, (d) he is not relying on any representation or warranty relating to the acquisition of the IDT Shares not set forth in this Agreement, and (e) IDT possesses non-public information about its business, operations and prospects that it has not disclosed to Xxxxxxx and Xxxxxxx hereby waives any claim against IDT with respect to such non-disclosure.
Sample 1
IDT Shares. Seller is acquiring the IDT Shares for investment purposes for its account only and not for the account of any other person or entity. Seller is not acquiring the IDT Shares with a view to resell, distribute, subdivide or otherwise transfer such IDT Shares to any other person or entity, other than in accordance with the Securities Act and applicable state securities laws. Seller acknowledges that (a) it is able to bear the economic risk related to its ownership of the IDT Shares (b) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of such investment in the IDT Shares and (c) had the opportunity to ask questions and receive answers and to obtain such other information Seller desired in order to evaluate the merits and the risks of the offering of IDT Shares and the ownership thereof.
Sample 1
IDT Shares. The Seller is acquiring the IDT Shares for investment purposes for the Seller’s account only and not for the account of any other person or entity. The Seller is not acquiring the IDT Shares with a view to resell, distribute, subdivide or otherwise transfer the IDT Shares to any other person or entity, other than in accordance with (a) the Securities Act and applicable state securities laws and (b) any order of the Court.
Sample 1
IDT Shares. When issued and delivered in accordance with the terms and conditions hereof, the IDT Shares issued and delivered in connection with the Merger will be duly authorized, validly and newly issued, fully paid, non-assessable and free and clear of all Liens, claims, pledges, encumbrances and restrictions of any kind (other than restrictions contemplated hereby and restrictions on the subsequent transfer of securities imposed generally on sales of similar securities issued in similar transactions under the Federal securities laws).
Sample 1
IDT Shares. Roman is acquiring the IDT Shares for investment purposes for his account only and not for the account of any other person or entity. Roman is not acquiring the IDT Shares with a view to resell, distribute, subdivide or otherwise transfer such IDT Shares to any other person or entity, other than in accordance with the Securities Act and applicable state securities laws. Roman acknowledges that (a) he is able to bear the economic risk related to its ownership of the IDT Shares (b) he has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of such investment in the IDT Shares and (c) had the opportunity to ask questions and receive answers and to obtain such other information Roman desired in order to evaluate the merits and the risks of the offering of IDT Shares and the ownership thereof.
Sample 1
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Related to IDT Shares

  • Common Shares 4 Company...................................................................................... 4

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Exchange Shares The Exchange Shares have been duly and validly authorized by all necessary action, and, when issued and delivered pursuant to this Agreement, such Exchange Shares will be duly and validly issued and fully paid and nonassessable, will not be issued in violation of any preemptive rights, and will not subject the holder thereof to personal liability.

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Initial Shares The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative by the Company upon at least forty-eight hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the Representative, 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

  • The Shares The Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights.

  • Settlement Shares With respect to any Settlement Date other than the Final Date, the number of Shares designated as such by Counterparty in the relevant Settlement Notice or designated by Dealer pursuant to the “Termination Settlement” provisions of Paragraph 7(g) below, as applicable; provided that the Settlement Shares so designated shall (i) not exceed the Number of Shares at that time and (ii) in the case of a designation by Counterparty, be at least equal to the lesser of 100,000 and the Number of Shares at that time, in each case with the Number of Shares determined taking into account pending Settlement Shares; and

  • 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.

  • Shares The term “

  • Acquired Shares Any Shares or other voting securities of the Bank with respect to which beneficial ownership is acquired by Shareholder or its affiliates, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such Shares or upon exercise or conversion of any securities of the Bank, if any, after the date hereof shall automatically become subject to the terms of this Agreement.

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