Issuance of Purchased Shares. The Purchased Shares are duly and validly authorized for issuance and sale to the Purchaser by the Company, and, when issued and delivered by the Company against payment therefor by the Purchaser in accordance with the terms hereof, shall be validly issued and non-assessable and free from all preemptive or similar rights, Taxes and Encumbrances and the Purchased Shares shall be fully paid with the Purchaser being entitled to all rights accorded to a holder of the Class A Shares. Assuming the accuracy of the representations and warranties set forth in Section 3.5 of this Agreement, the offer and issuance by the Company of the Purchased Shares is exempt from registration under the Securities Act.
Issuance of Purchased Shares. The issuance of the Purchased Shares is (or will be prior to the Closing) duly authorized and, upon issuance in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof. Subject to the accuracy of the representations and warranties of Buyer in this Agreement, the offer and issuance by the Company of the Purchased Shares is exempt from registration under the 1933 Act.
Issuance of Purchased Shares. WARRANTS, WARRANT SHARES AND CONVERSION SHARES. The sale of the Purchased Shares and the Warrants and the issuance of the Warrant Shares and Conversion Shares shall be made in accordance with the provisions and requirements of Regulation S (or if that exemption shall fail for any reason, then in accordance with Section 4(2), Section 4(6) or Regulation D). The Company shall take such actions as necessary to qualify the sales made hereunder to the Investors under Regulation S. If requested by the Investors, the Company shall file a Form D with respect to the Securities as required under Regulation D and provide a copy thereof to each Investor promptly after such filing.
Issuance of Purchased Shares. Subject to the terms and conditions hereof and in consideration of the Purchase Price set forth below, the Company hereby agrees to issue and sell to the Purchasers, and the Purchasers hereby agrees to purchase from the Company, 2,500,000 Series A Preferred Shares and 440,792 Series B-1 Preferred Shares (details of which are set forth opposite such Purchase’s name under the caption “Number and Type of Purchased Shares” in Schedule B attached hereto), for an aggregate purchase price of US$ 197,443,500 (the “Purchase Price”) (details of which are set forth opposite such Purchase’s name under the caption “Purchase Price” in Schedule B attached hereto).
Issuance of Purchased Shares. Subject to the terms and conditions of this Agreement, at the Closing, Infinity World shall purchase and the Company shall be obligated to issue and sell to Infinity World, 14,200,000 shares of Common Stock of the Company (the “Purchased Shares”) free and clear of all Encumbrances, except for any restrictions on transfer arising under the Securities Act or any applicable state securities laws.
Issuance of Purchased Shares. The issuance of the Purchased Shares is duly authorized and, upon issuance in accordance with the terms of the PrivateCo Transaction Documents, the Purchased Shares shall be validly issued and free from all preemptive or similar rights (except for those which have been validly waived prior to the date hereof), taxes, liens and charges and other encumbrances with respect to the issue thereof and the Purchased Shares shall be fully paid and nonassessable with the holders being entitled to all rights accorded to a holder of PrivateCo Common Stock. Assuming the accuracy of each of the representations and warranties set forth in Section 3 of this Agreement, the offer and issuance by PrivateCo of the Purchased Shares is exempt from registration under the 1933 Act.
Issuance of Purchased Shares. In consideration of the PLT Transfer and the releases contained in Section 4.1 hereof, subject to and in accordance with the terms and conditions set forth herein, Ambient hereby issues to Cern, initially in escrow in accordance with the provisions of Section 2.2 hereof, as is and without any representation or warranty, 400,000 shares of Ambient's Common Stock, par value $0.001 (hereinafter, the "Common Stock"; such shares of Common Stock transferred hereunder to Cern hereinafter referred to as, the "Purchased Shares").
Issuance of Purchased Shares. The Purchased Shares to be issued in the Offering have been duly authorized by all necessary corporate action and, when paid for or issued in accordance with the terms hereof, shall be validly issued, fully paid and nonassessable.
Issuance of Purchased Shares. The Purchased Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement or under applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. SECTION 3. Representations of the Purchaser and Restrictions on Transfer.
Issuance of Purchased Shares. On the Closing Date and against receipt of the Purchase Price Equivalents exchangeable from each Subscriber (which each Subscriber agrees to surrender and exchange, subject to the Company’s satisfaction of the conditions set forth in Section 2.1, the Company shall deliver, or cause to be delivered, to each such Subscriber, a stock certificate of the Company certifying that such Subscriber is the holder of record of the number of shares of Common Stock equal to the number of “Purchased Shares” set forth opposite such Subscriber’s name on Schedule 3 hereto.
