Issuance and Cancellation of Shares Sample Clauses

Issuance and Cancellation of Shares. The parties hereto acknowledge and agree that shares of the common stock of FSC shall be issued to the shareholders of Petrogenetics in connection with the Merger. The number of newly issued shares shall equal the number of shares owned by the shareholders of Petrogenetics on the effective date of the Merger. Upon the effective date of the Merger, each share of issued and outstanding voting common stock of Petrogenetics shall, without further action by Petrogenetics or FSC, be canceled on the books and records of Petrogenetics.
Sample 1
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Issuance and Cancellation of Shares. (a) Immediately following the exchange of Shares required by Section 2.3(a) (i) Trust I shall issue to Holding Partnership a number of Trust I Class A Preferred Shares equal to the total number of Trust I Class B Preferred Shares received by Holding Partnership from the GM Investors, in exchange for, and Holding Partnership shall deliver to Trust I, all such Trust I Class B Preferred Shares, whereupon all such Trust I Class B Preferred Shares shall be cancelled and shall cease to be outstanding; and (ii) Trust II shall issue to each GM Investor a number of Trust II Class B Preferred Shares equal to the total number of Trust II Class A Preferred Shares received by such GM Investor, in exchange for, and such GM Investor shall deliver to Trust II, all such Class A Preferred Shares, whereupon all such Trust II Class A Preferred Shares shall be cancelled and shall cease to be outstanding. (b) Immediately following the exchange of Shares required by Section 2.3(b), (i) Trust I shall issue to Holding Partnership a number of Trust I Class A Common Shares equal to the total number of Trust I Class B Common Shares received by Holding Partnership from the GM Investors, in exchange for, and Holding Partnership shall deliver to Trust I, all such Trust I Class B Common Shares, whereupon all such Trust I Class B Common Shares shall be cancelled and shall cease to be outstanding; and (ii) Trust II shall issue to each GM Investor a number of Trust II Class B Common Shares equal to the total number of Trust II Class A Common Shares received by such GM Investor, in exchange for, and such GM Investor shall deliver to Trust II, all such Trust II Class A Common Shares, whereupon all such Trust II Class A Common Shares shall be cancelled and shall cease to be outstanding.
Sample 1

Related to Issuance and Cancellation of Shares

  • Cancellation of Shares If the Corporation shall make available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Purchased Shares to be repurchased in accordance with the provisions of this Agreement, then from and after such time, the person from whom such shares are to be repurchased shall no longer have any rights as a holder of such shares (other than the right to receive payment of such consideration in accordance with this Agreement). Such shares shall be deemed purchased in accordance with the applicable provisions hereof, and the Corporation shall be deemed the owner and holder of such shares, whether or not the certificates therefor have been delivered as required by this Agreement.

  • Aggregation of Shares If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock.

  • Restriction on Issuance of Shares The Grantor shall not be required to issue or deliver any certificate for Shares purchased upon the exercise of the Option unless (a) the issuance of such Shares has been registered with the Securities and Exchange Commission under the Securities Act, or counsel to the Grantor shall have given an opinion that such registration is not required; (b) approval, to the extent required, shall have been obtained from any state regulatory body having jurisdiction thereof; and (c) permission for the listing of such shares shall have been given by any national securities exchange on which the Common Stock of the Grantor is at the time of issuance listed.

  • Combination of Shares If the number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination of the outstanding shares of Common Stock, the per share Exercise Price shall be appropriately increased and the number of shares of Warrant Shares shall be appropriately decreased in proportion to such decrease in outstanding shares.

  • Issuance and Repurchase of Shares The Trustees shall have the power to authorize the Trust to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in Shares and in any options, warrants or other rights to purchase Shares or any other interests in the Trust other than Shares.

  • Conditions Upon Issuance of Shares Notwithstanding any other provision of the Plan or any agreement entered into by the Company pursuant to the Plan, the Company shall not be obligated, and shall have no liability for failure, to issue or deliver any Shares under the Plan unless such issuance or delivery would comply with Applicable Law, with such compliance determined by the Company in consultation with its legal counsel.

  • Reclassification of Shares If the Company at any time shall, by combination, reclassification, exchange or subdivision of securities or otherwise, change any of the securities as to which purchase rights under this Warrant Agreement exist into the same or a different number of securities of any other class or classes, this Warrant Agreement shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Warrant Agreement immediately prior to such combination, reclassification, exchange, subdivision or other change.

  • Acquisition of Shares The Borrower will not acquire any equity, share capital, assets or obligations of any corporation or other entity or permit its Shares to be held by any party other than the Shareholder.

  • Issuance of Shares The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

  • Cancellation of Options In exchange for the consideration described in Section 1.2 below, the Participant hereby agrees that the Award Agreement and the Participant’s interests in the Underwater Options shall be cancelled, terminated, and of no further force or effect, effective as of the Effective Date, and that neither the Company nor the Participant shall have any further rights or obligations with respect to the Award Agreement, the Underwater Options, or with respect to which any shares of Common Stock that could have been acquired upon vesting and exercise of the Underwater Options.

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