Issuance of Acquiror Shares Sample Clauses

Issuance of Acquiror Shares. The Acquiror Shares to be issued as part of the Consideration will, when issued pursuant to the Arrangement, be duly and validly issued as fully paid and non-assessable common shares in the capital of Acquiror. The Acquiror Shares to be issued in connection with the exercise of the Target Warrants after the Effective Date will when issued in accordance with the terms thereof be duly and validly issued as fully paid and non-assessable common shares in the capital of Acquiror.
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Issuance of Acquiror Shares. The Acquiror Shares included in the Merger Consideration, when issued in accordance with this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and will not be subject to any preemptive rights. The issuance of the Acquiror Shares included in the Merger Consideration does not require the vote or approval of the stockholders of Acquiror under the rules of the Exchange.
Sample 1
Issuance of Acquiror Shares. 2.1 Issuance of Common Shares at the Closing. In pursuance of this Plan of Reorganization, Acquiror shall at the "Closing Date" (as hereinafter defined) issue 600,000 shares of its common stock which shall constitute "restricted securities" within the meaning of Rule 144 of the Securities Act of 1933, as amended (the "1933 Act") (collectively, the "Acquiror Shares") to the Shareholders, and 320,000 shares of its restricted common stock to the Shareholders pursuant to Section 2.2 (the Earn-Out Shares, as defined below) and the Shareholders agree to accept the Acquiror Shares and the Earn-Out Shares in full, complete and final exchange for the Acquiree Shares.
Sample 1
Issuance of Acquiror Shares. The Acquiror Shares to be issued as part of the Consideration will, when issued pursuant to the Arrangement or upon the due exercise after the Effective Date of the Acquiror Options or Target Warrants, be duly and validly issued as fully paid and non-assessable common shares in the capital of Acquiror.
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Issuance of Acquiror Shares. The Acquiror Shares comprising the Per Common Share Merger Consideration will be, when issued and delivered in accordance with this Agreement, duly authorized, validly issued, fully paid and nonassessable, and will not be subject to any preemptive rights.
Sample 1
Issuance of Acquiror Shares. In exchange for transfer by Target of all of the Transfer Assets to Sub tendered pursuant to Section 3.1 and Additional Cash Consideration as referenced and provided in Section 3.3 and fulfillment by Target of its other covenants and reliant upon the truthfulness of Target representations made in this Agreement, Acquiror shall issue to Target and/or as Target shall direct, with no contractual restriction on further distribution by and/or on behalf of Target, a total of Acquiror common shares (the "Acquiror Common Shares") to be equal to ninety nine and one half (99.5%) percent of the fully diluted shares of Acquiror after such issuance to be outstanding, (all outstanding options, warrants, and convertible debt, if any, of Acquiror shall to the extent not exercised prior to Closing be canceled), and preferred stock ("Acquiror Preferred Shares") including terms as further set forth in this Agreement which preferred stock shall be established prior to Closing (although not to be issued until Closing) (Acquiror Common Shares and Acquiror Preferred Shares together referred to as "Acquiror Shares"). Part of the Acquiror Common Shares to be issued as provided herein shall be directly issued to Finders as entitlement under present Finders' agreements as referenced and defined hereinafter. Acquiror shall also agree to convert any Target debt instruments presently convertible into stock of Target into stock of Acquiror of similar class as that of the Acquiror Shares to the extent and otherwise as requested by Target, which conversion if and when such shall occur may increase the amount of the Acquiror Shares and further dilute holdings to remain in the hands of current Acquiror shareholders. This asset transfer transaction shall be conditioned upon waiver and/or other cancellation of all outstanding Acquiror options, warrants and conversion rights of all outstanding debts and other instruments under which Acquiror stock of all classes and series may be issued, except as may specifically be authorized by Target in writing prior to Closing on the asset transfer Transaction. Such Acquiror Shares are and will be recognized as restricted in accordance with Rule 144 of the Securities Act of 1933.
Sample 1

Related to Issuance of Acquiror Shares

  • Issuance of Conversion Shares The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its 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.

  • Issuance of Common Shares (a) Upon the expiration of the Vesting Period without forfeiture, the Company shall cause a certificate or certificates to be issued to the Director for the Reelection Grant Shares. Common Shares issued pursuant to this Agreement which have not been registered with the Securities and Exchange Commission, if any, shall bear a legend substantially as follows: (b) The Company shall not be required to transfer or deliver any certificate or certificates for Common Shares under this Agreement: (i) until after compliance with all then applicable requirements of law; and (ii) prior to admission of the Common Shares to listing on any stock exchange on which the Common Shares may then be listed. In no event shall the Company be required to issue fractional shares to the Director or his or her successor.

  • Issuance of the Shares The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

  • Issuance of Commitment Shares In consideration for the Investor’s execution and delivery of this Agreement, the Company shall cause to be issued to the Investor a total of 943,396 shares of Common Stock (the “Commitment Shares”) immediately upon the execution of this Agreement and shall deliver to the Transfer Agent the Irrevocable Transfer Agent Instructions with respect to the issuance of such Commitment Shares. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement.

  • Issuance of Preferred Stock So long as this Warrant remains outstanding, the Company will not issue any capital stock of any class preferred as to dividends or as to the distribution of assets upon voluntary or involuntary liquidation, dissolution or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value in respect of participation in dividends and in the distribution of such assets.

  • 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.

  • Conversion of Company Securities At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each share of common stock, par value $0.001 per share, of the Company (“Company Common Stock”) and of each series of preferred stock, par value $0.001 per share, of the Company (“Company Preferred Stock” and, together with the Company Common Stock, the “Company Stock”) issued and outstanding immediately prior to the Effective Time (other than any Company Stock owned beneficially by the Parent or the Acquisition Subsidiary and other than Dissenting Shares (as defined below)), shall be converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of Parent Common Stock as is equal to the applicable “Conversion Ratio” specified with respect to such class or series on Schedule 1.5(a) hereto (the “Applicable Conversion Ratio”). An aggregate of 22,700,649 shares of Parent Common Stock (including Indemnification Escrow Shares (as defined below) and Dissenting Shares), subject to adjustment as necessary due to rounding as set forth in Section 1.5(b), shall be issuable to the stockholders of record of the Company immediately prior to the Effective Time (the “Company Stockholders”) in connection with the Merger. The shares of Parent Common Stock into which the shares of Company Common Stock are converted pursuant to this Section shall be referred to herein as the “Merger Shares.” (b) Notwithstanding the foregoing, as of the Closing Date, the Company Stockholders shall be entitled to receive immediately only 98% of the shares of Parent Common Stock into which their shares of Company Stock were converted pursuant to Section 1.5(a) (the “Initial Shares”), pro rata in accordance with their respective holdings of Company Stock immediately prior to the Closing; and the remaining 2% of the shares of Parent Common Stock into which their shares of Company Stock were converted pursuant to Section 1.5(a), rounded up or down to the nearest whole number (with 0.5 shares rounded upward to the nearest whole number) (the “Indemnification Escrow Shares”), shall be deposited in escrow pursuant to the Indemnification Escrow Agreement and shall be held and released in accordance with the terms of the Indemnification Escrow Agreement. (c) The Parent shall deliver certificates for the Initial Shares to each Company Stockholder entitled thereto who shall have presented a certificate that immediately prior to the Effective Time represented Company Stock to be converted into Merger Shares pursuant to this Section 1.5 (the “Company Stock Certificates”) to the Parent or the Surviving Corporation or the Parent’s transfer agent. (d) Each issued and outstanding share of common stock, par value $.001 per share, of the Acquisition Subsidiary shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Issuance of Warrant Shares (a) The Warrant Agent shall on the Trading Day following the Exercise Date of any Warrant, advise the Company, the transfer agent and registrar for the Company’s Common Stock, in respect of (i) the number of Warrant Shares indicated on the Notice of Exercise as issuable upon such exercise with respect to such exercised Warrants, (ii) the instructions of the Holder or Participant, as the case may be, provided to the Warrant Agent with respect to the delivery of the Warrant Shares and the number of Warrants that remain outstanding after such exercise and (iii) such other information as the Company or such transfer agent and registrar shall reasonably request. (b) Upon the Warrant Agent’s receipt, at or prior to the close of business on the Expiration Date, of the executed Notice of Exercise, accompanied by payment of the Exercise Price pursuant to Section 2(b) of the Warrant Certificate (other than in the case of a Cashless Exercise), the Warrant Agent shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise no later than the Warrant Share Delivery Date.

  • Valid Issuance of the Shares The Shares, when issued and delivered in accordance with the terms of this Agreement, for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable.

  • Issuance of the Shares; Registration The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of Common Shares issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on November 4, 2019 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement eligible to use Form F-3. The Company is eligible to use Form F-3 under the Securities Act and it meets the transaction requirements as set forth in General Instruction I.B.1 of Form F-3.

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