Issuance of Settlement Shares. The issuance, sale and delivery of the Settlement Shares in accordance with this Agreement have been duly authorized by all necessary corporate action on the part of the Company. The Settlement Shares, when issued, sold and delivered in accordance with the terms and conditions of this Agreement, will be duly and validly issued, fully paid and non-assessable.
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.
(b) The Company shall deliver to the Investor within two (2) business days after the Closing Date, the Settlement Shares, duly and validly issued, fully-paid and non-assessable.
(c) After giving effect to the transactions set forth in this Section 2.1 and notwithstanding anything to the contrary set forth on the face of the B-Notes or the C-Notes, the parties hereby acknowledge and agree that the aggregate principal balance outstanding on the B-Notes and C-Notes, inclusive of interest, shall be as follows: Notes Principal Balance B-04202011a $ 622,963 B-04202011b $ 85,926 B-04202011c $ 0 Cancelled B-04202011d $ 0 Cancelled C-04202011a $ 0 Cancelled C-04202011b $ 0 Cancelled C-04202011c $ 0 Cancelled C-04202011d $ 0 Cancelled
(d) The conversion price on B-Note B-04202011a ($622,963) and B-04202011b ($85,926) shall be $0.15.
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").
B. Notwithstanding anything to the contrary, this Settlement Agreement shall not be valid and shall not be enforceable until such time that Lions Gate is in a position to freely trade the Settlement Shares without any restriction.
C. Checkmate represents and warrants that as of July 31, 2001 Chequemate has not issued any additional shares of common stock or any other form of stock or options for any stock that may become freely tradable before the Settlement Shares. In the event that this representation and warranty is untrue or becomes untrue, now or in the future, notwithstanding anything to the contrary, this Settlement Agreement, at Lions Gate's discretion, shall be deemed void AB INITIO and shall be of no legal force or effect. To be clear, as of the date of this Settlement Agreement, Chequemate has shares of common stock issued and outstanding that are as of the date of this Settlement Agreement not freely tradable ("Restricted Shares"). Some Restricted Shares may become freely tradable as a result of a holder of Restricted Shares having held such Restricted Shares for the statutory holding period.
D. Except for price fluctuation resulting from the payment of a reverse split or a forward split, if there is fluctuation in the stock price, of greater than 12.5% between the date of this Settlement Agreement and the date upon which the Settlement Shares are freely tradable ("Stock Date"), Chequemate shall pay Lions Gate the sum ("Safety Sum") in accordance with the following formula: The period of time between the date of this Settlement Agreement and the Stock Date shall be referred to herein as the "Period".
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:
(a) as soon as reasonably practicable after the effective date of this Settlement Agreement, xxxxxxxxx.xxx shall issue to AC Lens 72,560 of the Settlement Shares (the “Mandatory Shares”); and
(b) within three (3) Trading Days (as defined in Section 3.1) after the end of the Guaranteed Trading Period (as defined in Section 3.1), xxxxxxxxx.xxx shall issue to AC Lens the remaining 52,770 of the Settlement Shares (the “Piggy-Back Shares”), subject to any downward adjustment pursuant to Section 3.3 in the number of Piggy-Back Shares to be issued.
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:
(a) Three hundred thirty three thousand three hundred thirty three (333,333) shares of the Settlement Shares (the “Free Trading Shares”) shall be registered on a duly prepared Form S-8, to be filed by OXMI with the Securities and Exchange Commission no later than three (3) days after the Effective Date.
(b) Upon filing of the Form S-8, the Free Trading Shares shall be “free trading, as that term is commonly defined.
(c) The Free Trading Shares shall be subject to “lock up”, as that term in commonly defined in a securities context, with Hemingxxx xxx xeing able to sell the Free Trading Shares during the first thirty (30) days after the Effective Date. Thereafter, during the next one hundred fifty (150) days, Hemingxxx xxxxx not sell during any thirty (30) day period a total of Free Trading Shares in excess of the lesser of (i) the maximum amount permitted under applicable rules and regulations of the Securities and Exchange Commission; or, (ii) sixty six thousand six hundred sixty six (66,666) shares of the Free Trading Shares.
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”).
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.
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.
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.
