Issuance of Consideration Shares. 3.2.1. Notwithstanding Clause 3.1.2 above, the Seller hereby instructs and authorises the Issuer to allot and issue the Consideration Shares to the Seller’s assignees (“Seller’s Assignees”), the details of which will be notified by the Seller to the Purchaser and the Issuer. The Seller agrees that it shall enter into a separate deed of assignment with the Seller’s Assignees for the purposes of assigning its right and entitlement to receive the Consideration Shares in favour of the Seller’s Assignees.
3.2.2. Subject to receipt by the Purchaser of the Software Deliverables in accordance with Clause 4.1 below, the Consideration Shares shall be issued by the Issuer to the Seller’s Assignees on the Completion Date.
3.2.3. The Consideration Shares shall be issued free from all Encumbrances and with full legal and beneficial title.
3.2.4. The Parties agree and acknowledge that issuance of the Consideration Shares by the Issuer to the Seller’s Assignees on the Completion Date shall constitute a full and final discharge of the Purchaser’s payment obligation in respect of the Purchase Consideration under this Agreement.
Issuance of Consideration Shares. 3.2.1 Subject to fulfilment by the Sellers of all the Closing Obligations, the Consideration Shares shall be issued by the Issuer to the Sellers on the Closing Date.
3.2.2 The Consideration Shares shall be issued free from all Encumbrances and with full legal and beneficial title.
3.2.3 The Parties agree and acknowledge that issuance of the Consideration Shares by the Issuer to the Sellers on the Closing Date shall constitute a full and final discharge of the Purchaser’s payment obligation in respect of the Purchase Consideration under this Agreement.
Issuance of Consideration Shares. The Consideration Shares, when issued in accordance with the terms hereof and on the basis of the representations and warranties of set forth herein and paid for as herein provided, shall be duly and validly issued, fully paid, and non-assessable.
Issuance of Consideration Shares. At the Closing, the Purchaser shall issue the Consideration Shares to the Shareholders, subject to the provisions of Section 1.2.
Issuance of Consideration Shares. The Consideration Shares to be issued 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.
Issuance of Consideration Shares. The Consideration Shares are, or will be prior to the Closing Time, duly authorized for issuance and, if and when issued in accordance with the terms of this Agreement, will be issued as fully paid and non-assessable common shares in the capital of the Purchaser.
Issuance of Consideration Shares. The Consideration Shares to be issued to the Kirkland Shareholders (or, if applicable, to a nominee on behalf of Australian Shareholders) will, when issued pursuant to the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Agnico Shares. The Agnico Replacement Options will, when issued pursuant to the Arrangement, be duly authorized and validly issued. The Agnico Shares underlying the Agnico Replacement Options will, upon issuance of the Agnico Replacement Options pursuant to the Arrangement, be duly authorized and reserved for issuance and, upon issuance thereof in accordance with the terms of the Agnico Option Plan and receipt by the Agnico of the exercise price therefor, will be duly authorized, validly issued, fully paid and non-assessable Agnico Shares.
Issuance of Consideration Shares. 2.11.1. At Closing, subject to the terms and conditions of this Agreement, the Purchaser shall cause the Consideration Shares to be issued to, and held by the Paying Agent (other than the Escrowed Shares that will be issued to the Escrow Agent).
2.11.2. For the avoidance of doubt, no Person, other than a Shareholder who has requested in writing to receive Consideration Shares shall be issued Consideration Shares (through the Paying Agent and such Person (who is not so issued Consideration Shares) shall only be paid cash in lieu of his/her pro-rata share in the Consideration Shares in accordance with the Waterfall. At least 7 days prior to the Closing, each Shareholder (other than the Founders) shall notify the Company and the Purchaser in writing, of its election and allocation between Consideration Shares and Cash Consideration, as well as Escrowed Shares and Escrowed Cash (the “Election Notice”). Any Shareholder failing to provide the Election Notice by such date shall be deemed to have elected to receive only Cash Consideration. To the extent that Election Notices provide for up to $12,000,000 of Consideration Shares to be issued hereunder, the Purchaser shall, at the Closing, issue the Consideration Shares in accordance with such Election Notices and as further set forth in the Waterfall. To the extent that Election Notices provide for more than $12,000,000 of Consideration Shares to be issued hereunder, the Purchaser shall, at the Closing, issue Consideration Shares with a value of US$12,000,000 to be allocated on a pro-rata basis among the Shareholders electing such Consideration Shares, and as shall be set forth in the Waterfall. In the event of any conflict or contradiction between an Election Notice and the Waterfall, the Waterfall shall prevail.
2.11.3. The Consideration Shares shall have the rights, preferences and privileges set forth in Schedule 2.11.3(a) which rights, preferences and privileges will be included on the Purchaser’s Articles of Association prior to Closing (the “Purchaser Articles”). The value of the Consideration Shares and the calculation thereof, has been provided to the Company and the Executing Shareholders.
Issuance of Consideration Shares. At the First Effective Time, subject to the terms and conditions of this Agreement, Parent shall cause the Consideration Shares along with all related share certificates in the name of the Escrowed Holders to be issued to, and held by the Paying Agent for further transfer to the Equityholders, pursuant to the allocation set forth in the Allocation Schedule (which for the avoidance of any doubt shall include the type of Consideration Shares, e.g., whether restricted or not), all other than the Escrowed Shares that will be issued along with all related share certificates in the name of the Escrowed Holders the Effective Date, to the Escrow Agent.
Issuance of Consideration Shares. At the Closing, Buyer shall issue to its transfer agent an irrevocable instruction (the "Transfer Agent Instruction") to issue the Consideration Shares to the Securities Recipients according to the distribution set forth on Schedule 1.2. All certificates issued in the names of the Securities Recipients representing any of the Consideration Shares shall bear the following restrictive legend: "THE SECURITIES EVIDENCED HEREBY WERE ISSUED AND SOLD WITHOUT REGISTRATION UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED (THE "FEDERAL ACT"), OR THE SECURITIES LAWS OF ANY STATE, IN RELIANCE UPON CERTAIN EXEMPTIVE PROVISIONS OF SAID ACTS. SAID SECURITIES CANNOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS MADE: (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE FEDERAL ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION; AND (2) IN A TRANSACTION WHICH IS EXEMPT UNDER APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH LAWS, OR IN A TRANSACTION WHICH IS OTHERWISE IN COMPLIANCE WITH SUCH LAWS."
