Issuance of New Shares. Advocat hereby issues to Omega and Omega accepts from Advocat, subject to the terms and conditions hereof, five thousand (5,000) shares of Advocat Series C Preferred Stock (the “New Shares”). Advocat shall deliver to Omega concurrently with the execution and delivery of this Agreement a stock certificate evidencing its ownership of the New Shares and bearing a restrictive legend stating substantially the following: The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended. Such shares have been acquired for investment and may not be offered for sale, sold, delivered after sale, transferred, pledged or hypothecated in the absence of an effective registration statement covering such shares under the Securities Act or an opinion of counsel satisfactory to the company that such registration is not required.
Issuance of New Shares. Promptly after the first (1st) anniversary of the Closing Date, Buyer shall issue to Seller a new stock certificate evidencing the escrowed Buyer Shares not otherwise cancelled pursuant to Article IV.
Issuance of New Shares. On the Effective Date, the Debtor shall close its stock transfer books. After that time, the Debtor shall not recognize any further transfer of shares of Debtor’s outstanding common stock. On the Effective Date, each share of the Debtor’s common stock issued and outstanding immediately prior to the Effective Date shall automatically be cancelled and converted into the right to receive (a) an equivalent percentage of shares in the Disbursement Escrow, or (b) if the holder of an Allowed Interest has effectively selected Option 2, New Certificates representing an equivalent number of shares in the Reorganized Debtor. On the Effective Date, each holder of a certificate formerly representing any shares of the Debtor’s common stock shall no longer have any rights with respect to such shares, except for the right to receive an equivalent percentage of shares in the Disbursement Escrow or the Reorganized Debtor as appropriate. The Disbursement Agent shall act as the payment agent for the Disbursement Escrow. It is contemplated that the Disbursement Agent shall be the American Stock Transfer and Trust Company, and their fees will be in the range of $25,000 to $30,000. Those fees shall be paid from the assets of the Disbursement Escrow. The Disbursement Agent and the Disbursement Escrow shall be governed by the Disbursement Agreement. Promptly after the Effective Date, the Disbursement Agent shall mail to each holder of Allowed Interests as of the Record Date a Letter of Transmittal and instructions advising such holders how to exchange their shares for either (a) shares in the Disbursement Escrow, or (b) shares in the Reorganized Debtor. An exchange of shares will not require a shareholder to be in possession of an actual stock certificate. Instead, shareholders may provide a broker’s statement or other reasonable evidence to verify their entitlement to receive shares in the Reorganized Debtor. Shareholders who select the Reorganization Alternative but do not respond to the Letter of Transmittal will be deemed to have selected Option 1. The Reorganized Debtor shall amend its charter to prohibit the issuance of nonvoting equity securities.
Issuance of New Shares. The New Shares, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the New Shares.
Issuance of New Shares. After giving effect to the Amended Articles of Incorporation, KUT shall be authorized to issue the New Shares by the Closing Date. The New Shares, when issued and delivered in accordance with the terms and conditions of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. Delivery of the certificates evidencing the New Shares to USCO pursuant to this Agreement will transfer to USCO legal and valid title thereto, free and clear of any trusts, liens, pledges, security agreements, equities, options, restrictions, including restrictions on or consents to transfer, encumbrances or charges of whatever nature.
Issuance of New Shares the Issuer shall maintain at all times sufficient authorised but unissued share capital to satisfy the issue of sufficient New Shares at the Conversion Price and Exercise Price for such Notes and Warrants; upon conversion of the Notes and exercise of the Warrants pursuant to their respective terms and conditions, the Issuer will issue New Shares (which will rank pari passu with the other Shares then outstanding) free and clear of all liens, claims, charges, security, encumbrances or like interests, and the Listing Committee shall have granted its approval for the listing of, and permission to deal in, the New Shares on the Main Board;
Issuance of New Shares. GOE shall newly issue 24,308 shares of common stock (the “Newly Issued Shares”) by way of third party allotment as outlined in Schedule 1 in accordance with the provisions of this Agreement, and Heartis shall subscribe all Newly Issued Shares.
Issuance of New Shares. The issued share capital of the Company may from time to time be increased by such amount as shall be unanimously agreed between the Parties proportionately to the number of shares they hold immediately prior to such increase.
Issuance of New Shares. The Company shall not transfer or reissue any Class B Shares in violation of this Agreement or without proof of compliance herewith issued, and shall not issue, transfer or reissue any Class B Shares (whether or not previously issued) unless they shall be restricted as herein provided by the proposed transferee’s acceptance of the terms and conditions of this Agreement as evidenced by the execution and delivery of a Statement of Acceptance in the form attached hereto as Exhibit A. Upon the execution and delivery of the Statement of Acceptance, the transferee thereafter shall be deemed to be a Stockholder under this Agreement.
Issuance of New Shares. Prior to the Closing, the Company shall not, and the Warrantors shall procure the Company not to, have issued or authorized the issuance of any Ordinary Shares or Series B Preferred Shares other than as set forth in Section 2.04 hereof.
