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.
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.
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. 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. 3.7
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).
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. The Consideration Shares, when issued and allotted at the Closing in accordance with this Agreement will be duly authorized, validly issued, fully paid, non-assessable, and free of any pre-emptive rights, and will have the rights, preferences, privileges, and restrictions set forth in the Articles of Association of the Purchaser as in effect from time to time, and will be free and clear of any Liens, except as set forth in this Agreement or in the Articles of Association of the Purchaser.
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 Sellers according to the distribution set forth on Schedule 1.3(a). All certificates issued in the names of the Sellers 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, PARTICULARLY INCLUDING SECTION 10-5-9(13) OF THE GEORGIA SECURITIES ACT OF 1973, AS AMENDED. 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."
