Issuance of Settlement Shares Sample Clauses

Issuance of Settlement Shares. On or prior to the date that is three (3) days after AMREP receives notification of approval by the New York Stock Exchange (“NYSE”) of the supplemental listing application (“SLA”) therefor, and in any event within thirty (30) days of the Effective Date, AMREP shall issue to Xxxxx the Settlement Shares, which shall be subject to the restrictions contained in Section 3.2. The form of the SLA is set forth as Exhibit C, and AMREP will file the complete, executed SLA (together with all exhibits and attachments executed as necessary), within two business days after the Effective Date. AMREP represents and warrants to Xxxxx that it has discussed the SLA with the NYSE and, based on such discussion, has no reason to believe that the SLA will not be approved promptly.
Sample 1
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Issuance of Settlement Shares. As set forth below, xxxxxxxxx.xxx shall issue to AC Lens up to that number of whole shares (the “Settlement Shares”) of xxxxxxxxx.xxx’s common stock, par value $0.0001 per share (the “Common Stock”) as is determined by dividing the amount of $475,000 by $3.79 (the “Base Price”), which was the closing sale price per share of the Common Stock on October 7, 2004 as quoted on The Nasdaq National Market (the “Nasdaq”), rounded up to the nearest whole share. AC Lens and xxxxxxxxx.xxx agree that an aggregate of up to 125,330 Settlement Shares are to be issued to AC Lens pursuant to this Settlement Agreement, as follows:
Sample 1
Issuance of Settlement Shares. On the Effective Date, and subject to Unilens' representations and warranties set forth below, Unilens Vision shall issue and deliver to UPI, and UPI shall accept from Unilens Vision, the Settlement Shares solely in consideration of UPI's execution of the Settlement Documents. On the Effective Date, Unilens Vision shall issue and deliver the Settlement Shares to UPI by delivering to Mr. J. Wayne Marsden at the offices of C.M. Oliver & Co., 750 West Pender Stxxxx, Xxxxxx Floor, Vancouver, Bxxxxxx Xxxxmbia, V6X 0X0, x xxxxx xxxxxxxxxxx or stock certificates evidencing the Settlement Shares, duly executed by the appropriate officers of Unilens Vision, in the name of UPI.
Sample 1
Issuance of Settlement Shares. A. Concurrent with the execution and delivery of this Settlement Agreement, Chequemate shall enter into that certain Subscription Agreement ("Subscription Agreement") with Lions Gate incorporated hereto in substantial form as EXHIBIT B by which Chequemate will issue to Lion Gate one hundred thousand (100,000) shares of common stock of Chequemate, in addition to the one hundred thousand (100,000) shares of common stock of Chequemate previously issued, (together the "Settlement Shares").
Sample 1
Issuance of Settlement Shares. As soon as practicable after the Effective Date and upon the filing of the Form S-8, as required below, OXMI shall issue to Hemingxxx xxxxx hundred ninety three thousand three hundred three (393,333) shares of the common stock of OXMI (the “Settlement Shares”), subject to the following additional terms and conditions:
Sample 1
Issuance of Settlement Shares. As soon as practicable after the Effective Date though in no event more than ten (10) business days after the Effective Date, EMAV shall issue to Xxxxxx one million (1,000,000) shares of EMAV Stock (the “Settlement Shares”).
Sample 1
Issuance of Settlement Shares. Upon Closing, Parent shall issue an aggregate of 163,937,593 shares of Common Stock (“Settlement Shares”) in settlement for outstanding debt and liabilities pursuant to certain fee conversion agreement to be executed prior to the Closing.
Sample 1
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Issuance of Settlement Shares. (a) On the Closing Date, (i) the Company shall, (A) terminate the C-Notes, and (B) duly execute and deliver the Registration Rights Agreement to the Investor and (ii) the Investor shall terminate the B-Notes, except for the funded portion of the B-Notes.
Sample 1

Related to Issuance of Settlement Shares

  • Settlement Shares (a) With respect to any Settlement Date other than the Final Date, the number of Shares designated as such by Counterparty in the relevant Settlement Notice or designated by Dealer pursuant to the “Termination Settlement” provisions of Paragraph 7(g) below, as applicable; provided that the Settlement Shares so designated shall (i) not exceed the Number of Shares at that time and (ii) in the case of a designation by Counterparty, be at least equal to the lesser of 100,000 and the Number of Shares at that time, in each case with the Number of Shares determined taking into account pending Settlement Shares; and

  • Settlement of Placement Shares Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares will occur on the second (2nd) Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each, a “Settlement Date”). The Agent shall notify the Company of each sale of Placement Shares no later than the opening of the Trading Day immediately following the Trading Day on which it has made sales of Placement Shares hereunder. The amount of proceeds to be delivered to the Company on a Settlement Date against receipt of the Placement Shares sold (the “Net Proceeds”) will be equal to the aggregate sales price received by the Agent, after deduction for (i) the Agent’s commission, discount or other compensation for such sales payable by the Company pursuant to Section 2 hereof, and (ii) any transaction fees imposed by any Governmental Authority in respect of such sales.

  • Valid Issuance of Purchased Shares The Purchased Shares, when issued, sold, delivered, and paid for by the Investor in accordance with the terms of this Agreement, will be duly and validly issued, fully paid, and non-assessable

  • Issuance of Warrant Shares (a) The Warrant Agent shall, on the Trading Day following the date of exercise of any Warrant, advise the Company, the transfer agent and registrar for the Company’s Common Stock, in respect of (i) the number of Warrant Shares indicated on the Notice of Exercise as issuable upon such exercise with respect to such exercised Warrants, (ii) the instructions of the Holder or Participant, as the case may be, provided to the Warrant Agent with respect to the delivery of the Warrant Shares and the number of Warrants that remain outstanding after such exercise and (iii) such other information as the Company or such transfer agent and registrar shall reasonably request.

  • Issuance of Conversion Shares The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

  • Issuance of Additional Shares (a) If the Company shall, at any time or from time to time after the issuance of the Shares and until such time as the Purchaser no longer owns any shares of Common Stock issued pursuant to this Agreement (including shares issued pursuant to this Section 5.3) or six (6) months after the date of this Agreement, whichever occurs first, issue shares of Common Stock, options to purchase or rights to subscribe for shares of Common Stock, securities by their terms convertible into, exercisable or exchangeable for shares of Common Stock, or options to purchase or rights to subscribe for such convertible, exercisable or exchangeable securities without consideration or for consideration per share (including, in the case of such options, rights, or securities, the additional consideration required to be paid to the Company upon exercise, conversion or exchange) less than the Effective Price Per Share (as hereinafter defined) (each such issuance, a “Triggering Issuance”), then (i) the Company shall issue to the Purchaser, for no additional consideration, such number of shares of Common Stock which when aggregated with the Shares issued hereunder to Purchaser prior to the applicable Triggering Issuance would result in an effective purchase price per share of Common Stock to the Purchaser (calculated by dividing the Purchase Price by such aggregate number of shares) equal to the effective price per share of Common Stock of the Triggering Issuance (calculated by dividing the total consideration received by the Company for such issuance (as determined below) divided by the number of shares issued (as determined below)), and (ii) the Effective Price Per Share shall be adjusted to equal the effective price per share of Common Stock of the Triggering Issuance. “

  • Valid Issuance of Shares The Shares being purchased by the Shareholders hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable law.

  • Issuance of the Warrant Shares (a) The Company agrees that the shares of Common Stock purchased hereby shall be and are deemed to be issued to the Holder as of the close of business on the date on which this Warrant shall have been surrendered and the payment made for such Warrant Shares as aforesaid. Subject to the provisions of the next section, certificates for the Warrant Shares so purchased shall be delivered to the Holder within a reasonable time, not exceeding fifteen (15) days after the rights represented by this Warrant shall have been so exercised, and, unless this Warrant has expired, a new Warrant representing the right to purchase the number of Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be delivered to the Holder within such time.

  • Issuance of Parent Shares In consideration for the contribution, assignment, transfer and delivery of the Rollover Shares to Merger Sub pursuant to Section 3.2 of this Agreement, Parent shall issue Parent Shares in the name of the Rollover Shareholder (or, if designated by the Rollover Shareholder in writing, in the name of an Affiliate of the Rollover Shareholder) in the amount set forth opposite the Rollover Shareholder’s name under the column titled “Parent Shares” on Schedule A hereto. Upon issuance of Parent Shares to the Rollover Shareholder at the Closing, Parent shall deliver to the Rollover Shareholder a complete copy of the updated register of members of Parent, certified by the registered office provider of Parent, evidencing the Rollover Shareholder’s ownership of the Parent Shares issued to the Rollover Shareholder and other shareholders of Parent. The capitalization table of Parent immediately after the Closing is shown on Schedule B attached hereto. The Rollover Shareholder hereby acknowledges and agrees that (a) the value of the Parent Shares issued to the Rollover Shareholder is equal to (x) the total number of Rollover Shares contributed by the Rollover Shareholder multiplied by (y) the per share merger consideration under the Merger Agreement, (b) issuance of such Parent Shares to the Rollover Shareholder shall constitute complete satisfaction of all obligations towards or sums due to the Rollover Shareholder by Parent with respect to the Rollover Shares and (c) on receipt of such Parent Shares, the Rollover Shareholder shall have no right to the merger consideration with respect to the Rollover Shares.

  • Issuance of Shares The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

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