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 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. 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. The issuance of the Purchased Shares has been duly authorized and, upon issuance in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, 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. Assuming in part the accuracy of each of the representations and warranties of the Buyer set forth in Section 2 of 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. Assuming the accuracy of each of the representations and warranties of the Buyer set forth in ARTICLE II, the offer and sale by the Company of the Purchased Shares is exempt from the registration and prospectus delivery requirements of the Securities Act and the rules and regulations thereunder.
Issuance of Purchased Shares. 2.1.1 In giving effect to the Company’s obligations under the Share Purchase Agreement, the Company hereby issues the Purchased Shares to the Transfer Agent for inclusion of the Purchased Shares in the AST Register and for delivery by the Transfer Agent of the Purchased Shares in book-entry form (either directly or through the facilities of The Depository Trust Company) to the Investor.
2.1.2 Upon the Purchased Shares being included in the AST Register, the Transfer Agent shall be considered to have accepted the Purchased Shares for delivery in book-entry form (either directly or through the facilities of The Depository Trust Company) to the Investor.
2.1.3 This Deed also constitutes a resolution of the CEO, passed under delegation and authorization by the Board, to issue the Purchased Shares pursuant to this Deed and to exclude any statutory pre-emption rights in respect thereof.
Issuance of Purchased Shares. The Purchased Shares to be issued and sold to the Investors by the Company pursuant to this Agreement have been duly authorized and, when issued and delivered to the Investors against full payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, will have been issued in compliance with all applicable state and federal securities laws, and such issuance will not result in the violation or triggering of any price-based anti-dilution adjustments under any agreement to which the Company or any Subsidiary is a party, and will not subject the holders thereof to personal liability. The delivery of the Purchased Shares being issued and sold pursuant to the terms of this Agreement will pass valid title to such Purchased Shares free and clear of any Liens or defect in title to purchaser thereof, which is purchasing such Purchased Shares in good faith and without notice of any Lien or defect in title. The Purchased Shares being sold hereby will be held in book-entry form (or, upon request of the Investor, a stock certificate may be issued in the Company’s sole discretion) and will validly represent the Investor’s ownership in the Purchased Shares.
Issuance of Purchased Shares. As of the Closing, the Company will have authorized the issuance, pursuant to the terms and conditions of this Agreement and the Other Series E Preferred Share Purchase Agreement, of up to 30,021,942 Series E Preferred Shares. Subject to the terms and conditions hereof, the Company hereby agrees to issue and sell to the JD Buyco, and the JD Buyco hereby agrees to subscribe for and purchase, on the date of the Closing, that type and number of Purchased Shares set forth opposite the JD Buyco’s name in Schedule A attached hereto.
