Issuance and delivery of stock. Notwithstanding anything to the contrary in the Plan or this Agreement, no Option may be exercised unless and until shares of Common Stock can be issued or delivered by CIBM in compliance with all applicable laws and rules and pursuant to an effective Registration Statement filed under the Securities Act of 1933, as amended (the “Act”).
Issuance and delivery of stock. In consideration of and in exchange for the foregoing transfer, assignment, and conveyance, and subject to compliance by Telnet and Triple S with their warranties and undertakings contained herein, Telnet shall issue and deliver to Triple S one or more stock certificates registered in the name of the shareholders of Triple S, on a pro-rata basis totaling 1,152,000 resulting from a 4:1 forward split of 288,000 together with payment for such shares as set forth in a Promissory Note between Triple S Parts, Inc. and FMS Group and attached hereto as Exhibit "A", in exchange for 100% of the issued and outstanding shares of Triple S Common stock which, upon such issuance and delivery, shall be fully paid and nonassessable.
Issuance and delivery of stock. In consideration of and in exchange for the foregoing transfer, assignment and conveyance of the Assets by Eastern, NHancement shall issue and deliver to Eastern at the Closing one stock certificate registered in the name of Eastern for six hundred seventy-five thousand (675,000) shares of the Common Stock (the "STOCK"). NHancement shall also issue and deliver to Eastern (or to the Shareholder if Eastern shall have then been dissolved), one additional stock certificate for an additional number of shares of Common Stock (the "ADDITIONAL STOCK") at such time as an S-3 Registration Statement relating to such Additional Stock is declared effective by the Securities and Exchange Commission (the "SEC"). The number of shares of Additional Stock to be issued by NHancement to Eastern shall be that number equal to $400,000 divided by the closing bid price of shares of Common Stock as quoted on NASDAQ one (1) business day prior to the effective date of the S-3 Registration Statement. (The shares of Stock and Additional Stock are hereinafter sometimes referred to collectively as the "SECURITIES"). NHancement shall thereafter divide such stock certificates into certificates of such denominations and registered in such names as Eastern shall request, but under no circumstances shall NHancement be obligated to issue certificates for fractions of a share. The right to Additional Shares of the Common Stock shall not be assignable or transferable in any manner whatsoever, other than by operation of law upon liquidation of Eastern; provided, however, that the foregoing shall not prohibit Eastern from selling shares of Additional Stock pursuant to the S-3 and distributing the proceeds to third parties in satisfaction of Eastern's obligations.
Issuance and delivery of stock. At the Closing, Healtheon/WebMD and the News Corp Parties agree to enter into the Purchase Agreement pursuant to which Healtheon/WebMD will issue (A) 155,951 shares of Series A Stock to certain of the News Corp Parties in consideration for (i) the purchase of a 50% member interest in HNLLC, (ii) the purchase of a 50% member interest in H&FLLC, (iii) a Content License Agreement from News Corp to Healtheon/WebMD in the form described on EXHIBIT 5 (the "NEWS CORP CONTENT LICENSE AGREEMENT"), and (iv) the Branding Relationship and (B) 2,000,000 shares of Common Stock to Fox in consideration of $100 million in cash. The issuance of shares of Series A Stock and the Common Stock (collectively, the "STOCK") pursuant to the Transaction Documents shall be exempt from registration under the Securities Act of 1933, as amended, and under all applicable state securities statutes within the United States. The shares of Stock to be issued pursuant to the Transaction Documents shall have the registration rights set forth in the Registration Rights Agreement in the form attached hereto as EXHIBIT 6 (the "REGISTRATION RIGHTS AGREEMENT").
Issuance and delivery of stock. Concurrently with the execution and delivery of this Agreement, Defendant shall execute and deliver an Amended Inter-creditor Agreement (“Amended Inter-Creditor Agreement”) in the form attached hereto and made a part of this Agreement as Exhibit F, pursuant to which Defendant shall issue within five (5) business days thereafter, certificates representing duly authorized and issued shares of Defendants’ common stock (the “Shares”), in an amount totaling Five Million (5,000,000) Shares, with Two Million Five Hundred Thousand (2,500,000) Shares issued to Mediapark and Two Million Five Hundred Thousand (2,500,000) Shares issued to Sxxxxxx (the “Certificates”).
Issuance and delivery of stock. In consideration of and in exchange for the foregoing transfer, assignment, and conveyance, and subject to compliance by USRH and TECHNOL with their warranties and undertakings contained herein, USRH shall issue and deliver to TECHNOL one or more stock certificates registered in the name of the undersigned shareholders of TECHNOL, on a pro-rata basis totaling 11,260,000 in exchange for 1,185,600 shares of TECHNOL Common stock constituting 100% of the issued and outstanding shares of TECHNOL. In addition out of the 18,260,00 the following shares shall be issued: 4,941,530 shall be issued to the Technol Funding Group as designated by their counsel, 200,000 shares to be issued to NMR as part of the conditional Brazilian-Indio Sxxxxxxx.xxx, Inc. merger, and 1,950,000 to issued into escrow for the Technol Funding Group upon completion of the funding agreement which shall constitute all of the Technol shares or rights to shares on a fully diluted basis, including warrants, options or stock purchase rights including claims regarding any other shares of TECHNOL. All of the shares exchanged shall, upon such issuance and delivery, shall be fully paid and non-assessable.
Issuance and delivery of stock. In consideration of and in exchange for the foregoing transfer, assignment, and conveyance, and subject to compliance by UMH and Net-Tronics with their warranties and undertakings contained herein, UMH shall issue and deliver to Net-Tronics the amount of $100,000.00 together with one or more stock certificates registered in the name of the undersigned shareholders of Net-Tronics, on a pro-rata basis totaling 250,000 in exchange for 1,000,000 shares of Net-Tronics Common stock constituting 100% of the issued and outstanding shares of Net-Tronics including warrants, options, or claims regarding any other shares of Net-Tronics. All of the shares exchanged shall, upon such issuance and delivery, shall be fully paid and non-assessable.
Issuance and delivery of stock. In consideration of and in exchange for the foregoing transfer, assignment, and conveyance, and subject to compliance by TBLU and PCM with their warranties and undertakings contained herein, simultaneously at the time of the merger, TBLU shall caused to be issued and deliver to PCM one or more stock certificates registered in the name of the undersigned shareholders of PCM, on a pro-rata basis totaling 28,600,000 shares in exchange for 100% of the outstanding shares of PCM Common stock. In addition to the float, which at present is approximately 5,500,000 shares, 6,750,000 shares shall be issued or shall have been issued to various and several parties to be determined prior to Closing, of which 1,300,000 shares shall be registered in an S-8 registration as set forth in Section 3 below herein. All of the shares exchanged shall, upon such issuance and delivery, shall be deemed fully paid and non-assessable. It is anticipated that there will be approximately 40,850,000 shares issued and outstanding post merger.
Issuance and delivery of stock. In consideration of and in exchange for the foregoing transfer, assignment, and conveyance, and subject to compliance by AFFG and Itronics with their warranties and undertakings contained herein, AFFG shall issue and deliver to Itronics the amount of $100,000.00 together with one or more stock certificates registered in the name of the undersigned shareholders of Itronics, on a pro-rata basis totaling 50,000 in exchange for 9,386,116 shares of Itronics Common stock constituting 100% of the issued and outstanding shares of Itonics including warrants, options, or claims regarding any other shares of Itronics. All of the shares exchanged shall, upon such issuance and delivery, shall be fully paid and non-assessable.
Issuance and delivery of stock. In consideration of and in exchange for the foregoing transfer, assignment, and conveyance, and subject to compliance by VDO and TRA with their warranties and undertakings contained herein, VDO shall issue and deliver to TRA the amount of $100,000.00 together with one or more stock certificates registered in the name of the undersigned shareholders of TRA, on a pro-rata basis totaling 400,000 shares in exchange for 2,500,000 shares of TRA Common stock constituting 100% of the issued and outstanding shares of TRA including warrants, options, or claims regarding any other shares of TRA. In the event that the Company effects a reverse split of the Company's stock, additional shares shall be issued in the same proportion as the ratio of the reverse split. All of the shares exchanged shall, upon such issuance and delivery, shall be fully paid and non-assessable.
