Issuance of Purchase Shares. Upon issuance and payment therefore in accordance with the terms and conditions of this Agreement, the Purchase Shares shall be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.
Issuance of Purchase Shares. Upon issuance and payment therefor in accordance with the terms and conditions of this Agreement, the Purchase Shares shall be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens, charges, restrictions, rights of first refusal and preemptive rights with respect to the issue thereof, and will be issued in compliance with all federal and state securities laws, with the holders being entitled to all rights accorded to a holder of shares of Common Stock. The Purchase Shares are being issued pursuant to the Registration Statement and the issuance of the Purchase Shares has been registered by the Company pursuant to the Securities Act. Upon receipt of the Purchase Shares, the Investor will have good and marketable title to such Purchase Shares and such Purchase Shares will be immediately freely tradable.
Issuance of Purchase Shares. The Purchase Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Purchase Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Purchase Shares which have not been duly withdrawn waived or satisfied. Upon the sale and delivery to the Investor of the Purchase Shares, and payment therefor, the Investor will acquire good, marketable and valid title to such Purchase Shares, free and clear of all pledges, liens, security interests, charges, claims or encumbrances.
Issuance of Purchase Shares. At least 3,000,000 shares of Common Stock have been duly authorized and reserved for issuance upon future purchase as Purchase Shares under this Agreement. Upon issuance and payment therefore in accordance with the terms and conditions of this Agreement, the Purchase Shares shall be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.
Issuance of Purchase Shares. FURTHER RESOLVED, that upon the effectiveness of a registration statement to be filed by the Company pursuant to the Registration Rights Agreement, the Company is hereby authorized to issue up to 10,000,000 ADSs (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) in accordance with the terms of the Purchase Agreement and that, upon issuance of such ADSs pursuant to the Purchase Agreement, such ADSs will be duly authorized, validly issued, fully paid and nonassessable; and FURTHER RESOLVED, that the Company shall initially reserve 100,000,000 Ordinary Shares underlying ADSs (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) for issuance as Purchase Shares under the Purchase Agreement; and FURTHER RESOLVED, that the Company is hereby authorized to issue up to 150,000 ADSs (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) (the “Initial Commitment Shares”) in accordance with the terms of the Purchase Agreement and that, upon issuance of the Initial Commitment Shares pursuant to the Purchase Agreement, the Initial Commitment Shares will be duly authorized, validly issued, fully paid and nonassessable; and FURTHER RESOLVED, that the Company shall initially reserve 1,500,000 Ordinary Shares underlying ADSs (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) for issuance as Initial Commitment Shares pursuant to the Purchase Agreement; and FURTHER RESOLVED, that the Company is hereby authorized to issue 250,000 ADSs (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) in connection with the purchase of Purchase Shares (the “Additional Commitment Shares”) in accordance with the terms of the Purchase Agreement and that, upon issuance of the Additional Commitment Shares pursuant to the Purchase Agreement, the Additional Commitment Shares will be duly authorized, validly issued, fully paid and nonassessable; and FURTHER RESOLVED, that the Company shall initially reserve 2,500,000 Ordinary Shares underlying ADSs (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) for issuan...
Issuance of Purchase Shares. The sale of the Purchase Shares hereunder has been duly authorized and, upon issuance and payment therefor in accordance with the terms hereof, the Purchase Shares shall be (i) validly issued, fully paid and non-assessable and (ii) free from all taxes, liens and charges with respect to the issue thereof. Upon issuance and payment therefor in accordance with the terms and conditions of this Agreement, the Purchase Shares shall be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.
Issuance of Purchase Shares. Immediately upon the Effective Time, the purchase price for the Assets will be paid in the form of shares of common stock from treasury, par value $0.001 per share, in the Purchaser (the “Purchase Shares”), to be issued in the proportions and amounts and to the Persons set forth on Schedule 3.1. Each share of Company common stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares) shall be converted or exchanged into the right to receive .21884 shares of Purchaser common stock. The aggregate number of Purchase Shares of common stock to be issued to the Company pursuant to this Section 3.1 shall equal 2,585,175 shares and shall represent a Sixty Percent (60%) interest in Purchaser’s common stock issued and outstanding. The issuance of Purchase Shares to the Company shall be authorized by Board Resolution of the Purchaser prior to the Closing.
Issuance of Purchase Shares. A Certificate of Designation creating the Preferred Stock has been duly filed with the Delaware Secretary of State and a sufficient number of shares of Common Stock to satisfy the conversion rights of the Purchased Shares have been authorized and reserved for the benefit of the Investor. Upon issuance and payment therefor in accordance with the terms and conditions of this Agreement, the Purchase Shares shall be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens, charges, restrictions, rights of first refusal and preemptive rights with respect to the issue thereof, and will be issued in compliance with all federal and state securities laws, with the holders being entitled to all rights accorded to a holder of shares of Common Stock. The Purchase Shares are being issued pursuant to the Registration Statement and the issuance of the Purchase Shares has been registered by the Company pursuant to the Securities Act. Upon receipt of the Purchase Shares, the Investor will have good and marketable title to such Purchase Shares and such Purchase Shares (or Conversion Shares issuable upon conversion of the Purchase Shares) will be immediately freely tradable.
Issuance of Purchase Shares. The Purchase Shares that are being issued to ICNB hereunder, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly and validly issued, fully paid and nonassessable, and free of restrictions on transfer other than restrictions on transfer under the Transaction Documents, applicable state and federal securities laws and liens or encumbrances created by or imposed by ICNB.
Issuance of Purchase Shares. Upon issuance and payment therefor in accordance with the terms and conditions of this Agreement, the Purchase Shares (including, without limitation, the Initial Purchase Shares) shall be validly issued, fully paid and nonassessable and free from all taxes, liens, charges, restrictions, rights of first refusal and preemptive rights with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. 5,000,000 shares of Common Stock have been duly authorized and reserved for issuance upon purchase under this Agreement as Purchase Shares.
