Issuance of Buyer Shares. The Buyer Shares are duly authorized and, when issued and paid for in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Encumbrances imposed by the Buyer other than restrictions on transfer provided for in connection with the transaction contemplated by this Agreement.
Issuance of Buyer Shares. The Buyer Shares to be issued as the Total Stock Consideration have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and the issuance thereof is not subject to any Liens or preemptive or similar right.
Issuance of Buyer Shares. The aggregate consideration (the “Purchase Consideration”) for the Assets which will be paid by EVS as directed by the Company, shall be: (a) eight hundred thousand (800,000) Ordinary Shares of EVS, nominal value NIS 1.00 per share (the “EVS Shares”), subject to adjustment in the event of any share split, share dividend, recapitalization, issuance of bonus shares or other adjustment of the EVS’s Ordinary Shares prior to the Closing, and (b) the payment of Royalties (as defined below) as further set forth in Section 1.6 below. On the Closing Date, EVS shall issue (i) an aggregate of four hundred thousand (400,000) of the EVS Shares (the “Initial Shares”), subject to adjustment in the event of any share split, share dividend, recapitalization, issuance of bonus shares or other adjustment of the EVS’s Ordinary Shares prior to the Closing to the Company or as otherwise directed in the Irrevocable Instructions; and (ii) to the Escrow Agent an additional aggregate of four hundred thousand (400,000) of the EVS Shares (the “Escrow Shares”), subject to adjustment in the event of any share split, share dividend, recapitalization, issuance of bonus shares or other adjustment of the EVS’s Ordinary Shares prior to the Closing, which shall be deposited with an escrow agent, the identity of which shall be approved by EVS and Ma’aragim prior to the Closing (the “Escrow Agent”), and which shall be held by the Escrow Agent to satisfy the indemnification obligations of the Company and Ma’aragim until April 1, 2007, all as further set forth in the Escrow Agreement (as defined below).”
Issuance of Buyer Shares. At or before the Effective Time, the Buyer Sponsor shall cause Buyer to deposit with the brokerage designated in advance by Contributor Sponsor the Buyer Shares representing the Closing Consideration.
Issuance of Buyer Shares. All Buyer Shares issuable under this Section 2.7 shall be delivered to Seller (or Owners at Seller’s direction) via a letter from American Stock and Transfer & Trust Company, Buyer’s transfer agent, evidencing the book entry of Buyer Shares at the Applicable Value. Any Buyer Shares to be issued under this Agreement shall be fully paid and non-assessable, free of all Encumbrances (excluding for the restrictions under this Agreement and restrictions under the Securities Act, including Rule 144 and any applicable holding period thereunder), as well as Buyer’s xxxxxxx xxxxxxx policies. If any Buyer Shares are issued to the Owners at Seller’s direction, any such payment or issuance by Buyer will be deemed for all purposes, including Tax purposes, to be made to Seller and distributed by Seller to the Owners and is being made or issued to the Owners for administrative convenience of Seller and the Owners.
Issuance of Buyer Shares. All Transaction Securities be issued and delivered to the Shareholders in accordance with Article II shall be, upon issuance and delivery of such consideration free and clear of all Encumbrances, other than the restrictions under applicable securities laws, the restrictions set forth in Section 5.13 and any Encumbrances incurred by any Shareholder, and fully paid and non-assessable, and the issuance and sale of Buyer Common Stock pursuant to this Agreement will not be subject to or give rise to any preemptive rights or rights of first refusal.
Issuance of Buyer Shares. As soon as practicable after the Closing, the aggregate 1,000 Buyer Shares shall be allocated as follows: (i) 870 Buyer Shares shall be issued to Birks; (ii) 80 Buyer Shares shall be issued to Xxxxx Xxxxx; (iii) 25 Buyer Shares shall be issued to Xxxxx Xxxxxxx; and (iv) 25 Buyer Shares shall be issued to Xxxxx XxXxxxxxxx (each of Xxxxx Xxxxx, Xxxxx Xxxxxxx and Xxxxx XxXxxxxxxx may hereinafter be referred to as an "Other Seller Member"). None of the Buyer Shares shall be issued to any Other Seller Member unless and until such Other Seller Member executes and delivers to Buyer an agreement (in a form reasonably acceptable to Buyer and its counsel) providing for, among other things, an irrevocable grant of a voting proxy to Birks, an agreement limiting the remedies for disputes arising out of the Other Seller Member's ownership of the Buyer Shares to repurchase by Buyer of the Buyer Shares, restrictions on transfer of the Buyer Shares, a general release of Buyer and CRC, standard investor representations, and other matters. In the event any Other Seller Member fails to deliver such an agreement to Buyer prior to January 31, 2000, Birks shall promptly purchase from such Other Seller Member all of his or her rights arising hereunder and acquire the right to receive the Buyer Shares that otherwise were to have been issued to such Other Seller Member. Buyer further agrees to grant "piggyback" registration rights to the holders of the Buyer Shares in the event Buyer registers any shares of its common stock under the Securities Act. The terms of such "piggyback" registration rights shall be set forth in a separate Registration Rights Agreement to be executed and delivered by Buyer following the Closing.
Issuance of Buyer Shares. Assuming the accuracy of the Sellers’ representations and warranties contained in Section 2.31, the offer, issuance and sale of the Buyer Shares at the Closing will be: (i) exempt from the registration and prospectus delivery requirements of the Securities Act, and (ii) have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Buyer is acquiring the Shares for its own account and not with a view to its distribution within the meaning of Section 2(11) of the Securities Act of 1933, as amended, and the rules and regulations issued pursuant thereto.
Issuance of Buyer Shares. At the Closing, Buyer will have issued the Buyer Shares to the Equity Holder in accordance with Section 1.2.
Issuance of Buyer Shares. In consideration for the GRC Shares, Buyer shall issue to Seller an aggregate of twenty three million five hundred forty four thousand two hundred one(23,544,201) shares of common stock of Buyer, with such shares issued in the names and in the amounts as set forth on Schedule 1 hereto. In addition, Buyer shall reserve for issuance upon exercise of certain special warrants ten million four hundred ninety five thousand five hundred fifty two (10,495,552) shares to the holders thereof as set forth in the records of GRC, four hundred eight eight thousand eight hundred forty (488,840) shares for issuance upon exercise of the bridge warrants set forth on Exhibit A to the Original Agreement and one million seventy one thousand four hundred seven (1,071,407) shares for issuance upon conversion of that cetain Convertible Note in favor of Bleeding Rock LLC.
