Issuance of Stock Consideration. Upon issuance of the Stock Consideration in accordance with the terms of this Agreement, the Stock Consideration, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof (other than those arising from applicable securities Laws), with the holders being entitled to all rights accorded to a holder of Parent Common Stock.
Issuance of Stock Consideration. Duly issue and deliver to the Seller an original certificate representing the Stock Consideration.
Issuance of Stock Consideration. The Stock Consideration shall be issued at the Closing as restricted common stock in the amounts and in the names of Xxxxxxx X. Xxxxxxxxxx (in his personal capacity) and the Company’s broker as specified on the Payment Schedule, on behalf of the Members. The Company’s irrevocable instructions to its transfer agent to issue certificates for the Stock Consideration shall be deemed issuance of such Stock Consideration for purposes of this Agreement. The Members acknowledge that, because the Stock Consideration constitutes restricted common stock, it is not eligible for resale until the applicable holding period under Rule 144 of the Securities Act of 1933, as amended (“Rule 144”), has expired. The certificates for the Stock Consideration shall bear restrictive legends consistent with the foregoing sale limitations. The Purchaser may require customary certifications and legal opinions from and on behalf of the holders of the Stock Consideration concerning the availability of Rule 144 as a condition to authorizing the removal of such restrictive legends from the certificates representing Stock Consideration. Further, the Members acknowledge and agree that the Stock Consideration is subject to the limitations on sale as set forth in Section 7.3 of this Agreement, and the limitations imposed by applicable securities laws generally.
Issuance of Stock Consideration. The issuance of the Closing Stock Consideration has been duly authorized by OEG and, when the Stock Consideration has been delivered in accordance with this Agreement on the Closing Date, the Stock Consideration will have been validly issued, fully paid and non-assessable 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 OEG Common Stock. The offer and issuance by OEG of the Stock Consideration is exempt from registration under the Securities Act.
Issuance of Stock Consideration. The issuance of the Closing Stock Consideration and any Buyer Common Stock to be issued pursuant to Section 1.02 (together, the “Stock Consideration”) has been duly authorized and, when the Stock Consideration has been delivered in accordance with this Agreement on the Closing Date, the Stock Consideration will have been validly issued, fully paid and non-assessable 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 Buyer Common Stock. The offer and issuance by Buyer of the Stock Consideration is exempt from registration under the Securities Act.
Issuance of Stock Consideration. Subject to any adjustments provided for herein, the aggregate consideration to be delivered, or caused to be delivered, by PMKS to Transferee, in full consideration for the transfer of control of the Company (the “Stock Consideration”) shall be 9.9% of XXXX common stock (the “Adjusted Common Stock Percentage”) after such time that PMKS restructures the Company through one or more of the following, to include, but not be limited to: merger, acquisition, reverse stock split, issuance of new shares or other such transaction, and include an anti dilution agreement (the “Anti Dilution Agreement”) (Attachment C) to run concurrent with issuance date of the Stock Consideration.
Issuance of Stock Consideration. (a) The KIT Shares shall be withheld (i) for purposes of indemnifying the Purchaser for any claims or breaches in respect of the Warranties set out in Schedule 3 for a period of 12 months after Completion; and (ii) against the obligation of the Company to achieve the criteria set out in Clause 3.2.
(b) For the purpose of the Clause 3.6(a) above, the KIT Shares will be released as detailed below:
(i) upon vesting of the KIT Shares as provided in Clause 3.1(b) (i) (the “First Vesting Date”), any claim or breach that occurs prior to the First Vesting Date shall first be deducted on a dollar-for-dollar basis wherein the value of the stock shall be based on the ten (10) day trailing weighted average market trading price six months from Completion, and the balance shall be released to the Vendors.
(ii) Upon vesting of the KIT Shares as provided in Clause 3.1(b)(ii) (the “Second Vesting Date”), any such claim or breach that occurs prior to the Second Vesting Date, not already recovered under the First Vesting Date, shall be first deducted on a dollar-for-dollar basis, wherein the value of the stock shall be based on the twenty (20) day trailing weighted average market trading price thirteen months from Completion and the balance shall be released to the Vendors.
(c) For the failure of the Company to achieve the criteria of Clause 3.2, the KIT Shares shall be withheld as detailed below:
(i) failure to achieve the criteria in Clause 3.2(a) will be satisfied by the hold back of shares from Clause 3.1(b) (i) of a value of $500,000.
(ii) failure to achieve the criteria in Clause 3.2(b) will be satisfied by the hold back of shares from Clause 3.1(b) (ii) of a value of $666,667.
(iii) failure to achieve the criteria in Clause 3.2(c) will be satisfied by the hold back of shares from Clause 3.1(b) (iii) of a value of $666,667.
(iv) failure to achieve the criteria in Clause 3.2(d) will be satisfied by the hold back of shares from Clause 3.1(b) (iii) of a value of $666,667.
Issuance of Stock Consideration. All of the Stock Consideration that Seller will receive hereunder has been duly and validly authorized, and when issued upon the terms and conditions hereof, will be fully paid and non-assessable and, subject to restrictions on future sale, assignment, disposition or transfer of such Stock Consideration imposed by applicable federal and state securities laws, will be free and clear of all liens, pledges, charges, security interests, adverse claims or other encumbrances.
Issuance of Stock Consideration. Buyer has duly authorized the issuance of the Stock Consideration. Upon the delivery of the certificates for the Stock Consideration pursuant to Section 1.2(b) and the consummation of the transactions contemplated hereby, the Stock Consideration will have been duly authorized and issued and fully paid and non-assessable.
Issuance of Stock Consideration. In order to effectuate the payment of the Stock Consideration, on the Closing Date, Parent shall issue and cause the Stock Consideration, in the form of restricted, non-certificated, duly authorized, validly issued, fully paid and nonassessable shares of Parent Stock, to be deposited with American Stock Transfer & Trust Company, LLC, Parent’s transfer agent (the “Transfer Agent”). Parent shall cause the Transfer Agent to record, for each Seller, such Seller’s ownership on Parent’s books and records of the number of shares of Parent Stock equal to such Seller’s Pro Rata Share multiplied by the aggregate Stock Consideration and to make appropriate notations regarding the applicable restrictions on transfer of such Parent Stock. Each Seller will cooperate with Buyer as reasonably requested by Buyer to furnish Parent and the Transfer Agent information concerning each such Seller that may be required or reasonably requested in connection with the actions contemplated by this Section 1.8.
