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. The Buyer Shares included in the Stock 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.
Issuance of Buyer Shares. The issuance and delivery of Buyer Shares in accordance with this Agreement has been duly authorized by all necessary corporate action on the part of the Buyer and, when issued as contemplated hereby, such Buyer Shares shall be duly authorized, duly and validly issued, fully paid and nonassessable.
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. The issuance of the Buyer Shares is duly authorized. Upon issuance of the Buyer Shares in accordance with the terms of the Transaction Documents, the Buyer Shares shall be validly issued, fully paid and nonassessable, free and clear of all taxes, liens, charges and encumbrances, including all preemptive or similar rights, other than restrictions on transfer provided by applicable Law, and each Seller shall be entitled to all rights accorded to a holder of Buyer’s common stock.
Issuance of Buyer Shares. In consideration for the GRI Shares, Buyer shall issue to Seller an aggregate of thirty-five million six hundred thousand (35,600,000) shares of common stock of Buyer.
Issuance of Buyer Shares. The Share Consideration, when issued, sold and delivered in compliance with the provisions of this Agreement, will be duly authorized and validly issued, fully paid and nonassessable. Except as set forth herein and subject to restrictions on transfer under the securities laws of the United States of America or any state thereof, the Share Consideration is not subject to any preemptive rights, rights of first refusal or restrictions on transfer. Assuming the accuracy of the representations contained in Section 2.29 hereof, the Share Consideration to be issued pursuant hereto will be issued in a transaction exempt from registration under the Securities Act.
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. Such Seller’s Consideration Shares, when issued pursuant hereto, shall be fully paid and nonassessable.
Issuance of Buyer Shares. On or prior to the Closing Date, Buyer shall issue to the Stockholders, the Buyer Shares, which shares when issued shall be validly issued, fully paid and nonassessable; and will use all reasonable efforts on and after the Closing, to cause the Buyer Shares to be quoted on NASDAQ.
