Issuance of Purchaser Shares Sample Clauses

Issuance of Purchaser Shares. The issuance of the Purchaser Shares hereunder is duly authorized and, when issued and delivered in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, will have been issued in compliance with applicable securities Laws or exemptions therefrom, will not be issued in violation of any preemptive rights of any stockholder of Purchaser or any other Person and shall be issued and delivered by Purchaser to the Company, pursuant to this Agreement free of any Liens, subject to the restrictions set forth herein and applicable securities Laws. Effective on and immediately after the Closing Date, the Purchaser Shares shall represent sixteen and eight tenths percent (16.8%) of the total issued and outstanding shares of stock of the Purchaser.

Issuance of Purchaser Shares. The Purchaser Shares to be issued as part of the Consideration will, when issued pursuant to the Arrangement, be duly and validly issued as fully paid and non-assessable common shares in the capital of Purchaser, free and clear of all Liens, freely tradeable and listed and posted for trading on the NYSE Amex.

Issuance of Purchaser Shares. The Purchaser Shares to be issued and delivered by the Purchaser to the Vendors pursuant to this Agreement shall be: (a) issued as fully paid, non-assessable shares in the capital of the Purchaser, free and clear of all Liens; and (b) provided that the Vendors own more than 20% of the issued and outstanding Shares and at least one Vendor is located in Canada, issued pursuant to an exemption from the prospectus requirements of the Securities Act (Ontario) such that each Vendor may rely on Section 2.6 of NI 45-102 at the time of resale.

Issuance of Purchaser Shares. The Parties acknowledge that IP Purchaser will issue the Purchaser Shares to the Seller in reliance on the Seller’s representations and warranties set forth in the Shareholders Agreement and that the Purchaser Shares shall be subject to the restrictions on transfer as set forth in the Shareholders Agreement. Other than transfers pursuant to the Shelf Registration Statement (as defined in the Shareholders Agreement), the Seller further covenants and agrees that it shall not transfer (by way of dividend, transfer, assignment, liquidating disposition or otherwise) the Purchaser Shares received by the Seller pursuant to Section 1.2(a)(i) to any Person other than the shareholders of the Seller listed on Schedule 1.7 in connection with and conditional upon such shareholders executing and becoming parties to the Shareholders Agreement as provided therein.” 1.9 Section 4.13 shall be deleted in its entirety. 1.10 Section 6.5(h) shall be amended to read in its entirety as follows: “the Shareholders Agreement, in the form of Exhibit L (the “Shareholders Agreement”), executed by the Seller;” 1.11 A new Section 5.8 shall be added to the Asset Purchase Agreement and shall read in its entirety as follows:

Issuance of Purchaser Shares. In exchange for the transfer of the common stock of the Target pursuant to Subsection 1.1 hereof, the Purchaser shall on the Closing Date, and contemporaneously with such transfer of the common stock of the Target to it by the Shareholders, issue and deliver to the Shareholders on a one-for-one basis an equal number of shares of common stock of the Purchaser (the “Purchaser Shares”). The maximum number of post forward split Purchaser Shares to be issued to Shareholders is 37,625,000.

Issuance of Purchaser Shares. The issuance and delivery of the Purchaser Shares in accordance with this Agreement has been, or will be on or prior to Completion, duly authorized by all necessary corporate action on the part of the Purchaser. The Purchaser Shares when so issued and delivered in accordance with the provisions of this Agreement will be duly and validly issued, fully paid and nonassessable, and free of restrictions on transfer other than restrictions imposed or created under this Agreement or restrictions required as necessary to qualify this offering as exempt from the registration requirements of the Securities Act or any other applicable law.

Issuance of Purchaser Shares. The Purchaser Common Shares, when issued in accordance with this Agreement, will be duly authorized and validly issued and nonassessable, with the lock-up restrictions as set forth in Section 6.5 and Applicable Law.

Issuance of Purchaser Shares. (a) The aggregate amount of all Purchaser Shares issued in connection with the Merger and this Agreement (together with all other Purchaser Shares (whether represented by Purchaser Shares or securities convertible into or exercisable for Purchaser Shares) that otherwise count toward such total under The NASDAQ Stock Market Listing Rule 5635 (or any successor provision)) shall not exceed 19.9% of the Purchaser Shares outstanding immediately prior to the Effective Time (not including any Purchaser Shares that are owned by the Purchaser and without assuming the conversion or exercise of any options, warrants or other convertible securities). (b) In connection with the determination of the number of Purchaser Shares issuable by the Purchaser to the Effective Time Holders in connection with the Earn-Out Consideration, the Per Purchaser Share Value shall be used. (c) No Closing Stock Consideration issued to the Effective Time Holders may be offered, sold, pledged, hypothecated or otherwise transferred or disposed of (each, a “Transfer”) prior to the expiration of the 90-day period following the Closing Date, and following such 90-day period the Purchaser Shares included in the Closing Stock Consideration received by an Effective Time Holder may be Transferred as follows: (i) on the date that is 91 days after the Closing Date and thereafter, 40% of such Purchaser Shares of such Effective Time Holder may be Transferred (such that, on such 91st day and thereafter, such Effective Time Holder may, in its sole discretion, Transfer up to 40% of such Purchaser Shares); (ii) on the date that is 181 days after the Closing Date and thereafter, an additional 40% of such Purchaser Shares of such Effective Time Holder may be Transferred (such that, on such 181st day and thereafter, such Effective Time Holder may, in its sole discretion, Transfer up to an additional 40% of such Purchaser Shares (which means, for purposes of clarity, that, to the extent such Effective Time Holder had not transferred any of such Purchaser Shares prior to such 181st day, it could transfer up to 80% of such Purchaser Shares on such 181st day and thereafter)); and (iii) on the date that is 270 days after the Closing Date and thereafter, the final 20% of such Purchaser Shares of such Effective Time Holder may be Transferred such that 100% of such Purchaser Shares of such Effective Time Holder may be Transferred from and after such time (the foregoing restrictions collectively referred to as the “Loc...

Issuance of Purchaser Shares. The Purchaser shall promptly issue any additional Purchaser Shares to the Selling Shareholders or shareholders of the Purchaser after the Closing Date in accordance with Section 2.2, "Total Consideration."

Issuance of Purchaser Shares. All of the Purchaser Shares required to be issued by the Purchaser to the Seller, in accordance with the terms and subject to the conditions set forth in this Agreement, shall, upon issuance and delivery, be duly authorized, validly issued, fully paid and non-assessable and free from all liens or contractual restrictions or limitations whatsoever, except as set forth in this Agreement and that such Shares will not have been registered pursuant to the Securities Act and applicable State laws.