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. 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 for a period of fourteen (14) months following the Closing Date, 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 Buyer Shares to be issued to Seller, upon delivery to Seller and receipt of the certificates for the Shares by the Buyer, will be validly issued, fully paid and nonassessable. Buyer has all requisite power and authority to issue, sell and deliver the Buyer Shares in accordance with and upon the terms and conditions set forth herein; and all corporate action required to be taken by Buyer for the due and proper authorization, issuance, sale and delivery of the Buyer Shares has been validly and sufficiently taken. Upon delivery of the Shares by Seller to Buyer, the Buyer Shares will be, upon issuance and delivery thereof, duly authorized, validly issued, fully paid and nonassessable.
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. At the Closing, Buyer will have issued the Buyer Shares to the Equity Holder in accordance with Section 1.2.
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. 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. 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. 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.
