Issuance of Purchaser Common Stock. The shares of Purchaser Common Stock to be issued pursuant to the Merger will be duly authorized, validly issued, fully paid and non-assessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities Laws and Legal Requirements.
Issuance of Purchaser Common Stock. The issuance of Purchaser Common Stock to the Principal Equity Holders has been duly authorized by all necessary action on the part of the Purchaser. The Purchaser Common Stock, when issued to the Principal Equity Holders, will be validly issued, fully paid and non-assessable.
Issuance of Purchaser Common Stock. The shares of Purchaser Common Stock to be issued pursuant to the Amalgamation, when issued, will be duly authorized, validly issued, fully paid, non-assessable and, assuming the accuracy of the representations and warranties of the Company and the Operating Company contained in the last sentence of Section 3.3(a) of this Agreement, issued in compliance with applicable federal and state securities Laws and Regulations.
Issuance of Purchaser Common Stock. The shares of Purchaser Common Stock to be issued and delivered at the Closing will be duly and validly issued, fully paid and non-assessable, free and clear of all Encumbrances. The shares of Purchaser Common Stock to be issued upon exercise of the Warrants and pursuant to Section 1.3(b) hereof will, when issued, be duly and validly issued, fully paid and non-assessable, free and clear of all Encumbrances.
Issuance of Purchaser Common Stock. 3.2.1 Subject to the escrow arrangement referred to in SECTION 3.4 below, upon surrender by the Stockholders and Clendenon of certificates exxxxxxxxx the MPGN Shares, the Purchaser shall issue certificates to each Stockholder and Clendenon, registered in thx xxxx xx such Stockholder and Clendenon and bearing the lxxxxxx xxt forth in SECTION 4.25, representing the number of Purchaser Shares to which each Stockholder and Clendenon is entitled pursuxxx xx XXCTION 2.4 and such certificates evidencing the MPGN Shares shall forthwith be cancelled.
3.2.2 No fractional Purchaser Shares shall be issued pursuant to the Merger. In lieu of the issuance of any such fractional shares, cash adjustments will be paid to the holders in respect of any fractional share that would otherwise be issuable. The amount of such adjustment shall be the product of such fraction of a share of Purchaser Common Stock multiplied by the Fair Market Value thereof.
Issuance of Purchaser Common Stock. Subject to the satisfaction of the conditions contained in this Agreement, and as full and complete consideration for the sale, assignment, transfer, conveyance and delivery of the Purchased Assets, and contingent upon Seller’s execution of an Investor Representation Letter in the form attached hereto as Exhibit F, Purchaser shall deliver the following to Seller:
(a) Within fifteen (15) days of the first Purchaser Funding, the Purchaser Share Issuance; and
(b) Within fifteen (15) days of any subsequent Purchaser Fundings, the Purchaser Share Issuance; provided that the Purchaser Share Issuance(s) shall cease after Purchaser raises a Purchaser Funding amount in excess of $2,500,000. The Purchased Assets are being sole on an “AS-IS” basis. Except as is set forth in the disclosure schedule delivered by Seller to Purchaser as of the Agreement Date, attached hereto as Exhibit A (the “Seller Disclosure Schedule”), each entity of Seller hereby represents and warrants to Purchaser as of the Agreement Date and as of the Closing Date that:
Issuance of Purchaser Common Stock. The Purchaser Shares to be issued and delivered in the Merger pursuant to Section 2.6(c), (a) have been duly authorized and, when issued and delivered to the Stockholders in connection with the Merger, will be validly issued, fully paid and nonassessable and free of any preemptive or similar rights, and (b) shall be duly listed for trading on the American Stock Exchange, subject only to official notice of issuance.
Issuance of Purchaser Common Stock. The shares of Purchaser Common Stock to be issued to pursuant to Article II will be, when issued, duly authorized, validly issued, fully paid and non-assessable.
Issuance of Purchaser Common Stock. On the Closing Date following the Closing, Purchaser shall issue to Seller, in uncertificated book-entry form, the number of shares of Purchaser Common Stock issuable to Seller pursuant to Section 2.2(a)(ii).
Issuance of Purchaser Common Stock. The issuance, sale and delivery of the Purchaser Common Stock in accordance with this Agreement have been, or will be on or prior to the Initial Closing, duly authorized by all necessary corporate action on the part of the Purchaser, and all such shares have been duly reserved for issuance. The Purchaser Common Stock when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement will be duly and validly issued, and free of restrictions on transfer other than restrictions imposed or created under this Agreement, the Ancillary Agreements or the Purchaser's Bylaws, or by applicable law.
