Issue of Consideration Shares Sample Clauses

Issue of Consideration Shares. NADL shall issue the Consideration Shares to Rosneft in accordance with Clause 2 (NADL Issuance), Clause 10 (Completion) and Schedule 4 (Completion arrangements) and, subject to the terms of this Agreement, Rosneft shall:
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Issue of Consideration Shares. The board of directors of ZignSec will resolve to issue the Consideration Shares at the completion of the transactions pursuant to the authorization granted by the annual general meeting on May 22, 2020. The Consideration Shares represent 3.0 per cent of the total number of shares and votes in ZignSec on a fully diluted basis. By issuing the Consideration Shares, the number of shares and votes increase by 691,461. The share capital increases by approximately SEK 27,402.66. The Consideration Shares are issued at SEK 22.05 per share which equals the ten day VWAP of ZignSec shares on Nasdaq First North Growth Market up to and including December 17, 2020 and using the FX rate EUR/SEK of 10.1645 per December 17, 2020, at Riksbanken. Closing of the transactions are subject to customary conditions including foreign investment approval, and closing is expected to take place during Q1 2021.
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Issue of Consideration Shares. 5.1 In consideration of the provision of the Services by Unrest, the Company shall allot and issue the Consideration Shares to Unrest, or to such person as Unrest may direct, as soon as reasonably practicable after the Effective Date and in any event no later than the earlier of: 5.1.1 the date which is 30 days after the Effective Date; or 5.1.2 the date which is 10 Business Days prior to completion of the Next Funding Round. 5.2 For the avoidance of doubt, Consideration Shares allotted and issued hereunder shall be issued fully paid, the consideration for which shall be the provision of the Services. 5.3 Without prejudice to any other right or remedy that it may have, if the Company fails to issue and allot the Shares in accordance with clause 5.1, Unrest may suspend all of part of the Services until the Company has complied with clause 5.1.
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Issue of Consideration Shares. 5.1 The obligations of the Purchaser to effect Settlement and to issue the Consideration Shares under this Agreement shall be conditional upon the following: 5.1.1 completion of the Purchaser's Due Diligence Exercise and the result of the Purchaser's Due Diligence Exercise, in the absolute opinion of the Purchaser being satisfactory and acceptable to the Purchaser in all material respects; 5.1.2 completion of a placement by the Purchaser of not less than 40,000,000 new AIG Shares at the price of S$0.04 per AIG Share to third parties; 5.1.3 the approval of the shareholders of the Purchaser being obtained at an extraordinary general meeting of such shareholders: (a) for the acquisition of the Sale Shares; and (b) for the issuance of the Consideration Shares. 5.1.4 the in-principle approval of the SGX-ST for the listing and quotation of the Consideration Shares; 5.1.5 each of the Warranties remaining true and not misleading in any respect at Settlement, as if repeated at the Settlement Date and at all tunes between the date of this Agreement and the Settlement Date; 5.1.6 the Vendor having performed all of the covenants and undertakings required to be performed by it under this Agreement; 5.1.7 all other necessary consents, if any, being granted and not withdrawn or revoked by third parties (including without limitation, government bodies, stock exchange and other relevant authorities having jurisdiction over the transactions contemplated under this Agreement) and if such consents are obtained subject to any conditions and where such conditions affect any of the parties, such conditions being acceptable to the party concerned and, if such conditions are required to be fulfilled before Settlement, such conditions being fulfilled before Settlement. 5.2 the Purchaser may waive all or any of such conditions in Clause 5.1 at any time by notice in writing to the Vendor. 5.3 Where any approval granted by the SGX-ST for the listing and quotation of the Consideration Shares is subject to any conditions, the Vendor agrees to comply with such conditions as may be applicable to it. 5.4 Subject to the provisions of Clause 7.8. Settlement shall take place on the date falling two (2) Business Days after all the conditions set out in Clause 5.1 are fulfilled (or if not fulfilled, are waived by the Purchaser) at the offices of the Purchaser's Solicitors (or at such other place as the parties may agree in writing), whereupon the Purchaser shall: 5.4.1 deliver or caused to be d...
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Issue of Consideration Shares. As part of the up-front payment, the board of directors of SenzaGen will resolve to issue the Consideration Shares at the completion of the transaction pursuant to the authorization granted by the annual general meeting on 5 May 2021. The subscription price for the shares, to be paid with contribution in kind, has been determined to SEK 14,71 per share corresponding to the volume- weighted average price of SenzaGen’s shares on Nasdaq First North Growth Market during 7 – 26 October 2021. The Consideration Shares are under lock-up for 24 months following the closing of the acquisition.
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Issue of Consideration Shares. All necessary corporate action has been taken to authorize the issue and sale of, and the delivery of certificates representing, the Consideration Shares.
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Issue of Consideration Shares. The board of directors of ZignSec will resolve to issue the Consideration Shares at completion of the transactions pursuant to the authorization granted by the annual general meeting on May 22, 2020. Based on the FX rate USD/SEK of SEK 8.66 per USD 1.00, the Consideration Shares represent 1.48 percent of the total number of shares and votes in ZignSec on a fully diluted basis. By issuing the Consideration Shares, the number of shares and votes increase by 296,914. The share capital increases by approximately SEK 11,766.73. The Consideration Shares are issued at a price of SEK 17.50 per share which equals the 20 day VWAP of ZignSec shares on Nasdaq First North Growth Market up to and including August 28, 2020. Closing of the transactions are subject to customary conditions and closing is expected to take place during the fourth calendar quarter 2020. Eversheds Sutherland is acting as legal counsel to XxxxXxx in the transactions. Xxxx Xxxxxxxxx, CEO Phone: +00 0 000 000 00 xxxx.xxxxxxxxx@xxxxxxx.xxx Xxxxxxxxx Xxxxxx, Chairman Phone: +00 00 000 00 00 xxxxxxxxx.xxxxxx@xxxxxxx.xxx
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Issue of Consideration Shares. Following the approval of Shareholders obtained at the EGM held on 19 April 2007 of, inter alia, the Proposed Acquisition, the Board is pleased to announce that the Proposed Acquisition was completed today. On completion of the Proposed Acquisition, 2,687,508,000 Consideration Shares (which are consolidated into 268,750,800 Consolidated Consideration Shares), were issued in favour of the Vendors and certain key management and staff as determined by the Vendors (as disclosed under the section “Grant of Staff Shares” on pages 48 and 49 of the Circular) as consideration for the Proposed Acquisition. In this connection, the Board would like to inform Shareholders that in relation to the grant of the Staff Shares, there will be a charge of approximately US$1.2 million1 and US$2.3 million to the Group’s profit and loss statements in respect of FY2006 and FY2007, respectively. As disclosed under Section 3.4 entitled “Profit” on page 23 of the Circular, approximately US$2.5 million of the shareholder loans owing by Hup Soon to each of the Vendors has been waived, the gain from which would offset the foregoing charge of approximately US$2.3 million in relation to the grant of the Staff Shares in FY2007. 1 Under Section 4 entitled “The Financial Effects of the Proposed Acquisition and the Sino-Twinwood Sale” on page 26 of the Circular, it was disclosed that the unaudited proforma net profit of the HSG Group for FY2006 amounted to approximately US$4.8 million. Taking into account the aforementioned charge relating to the grant of the Staff Shares of approximately US$1.2 million, the unaudited proforma net profit of the HSG Group in FY2006 would be approximately US$3.6 million. The charge will have no impact on the NTA of the HSG Group.
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Issue of Consideration Shares. 1 2 3 Number of Consideration Shares to be issued to the Escrow Agent Name & addresses of the Vendors Number of Consideration on Completion in respect Shares to be issued of General Indemnified directly to Claims and held Vendor on Completion in escrow --------------------------------------------------------------------------------------------------------------------------------- 1. Caversham Trustee Limited as trustee of The Baron Settlement, 471,169 52,352 XX Xxx 000, Xxxxxxx Xxxxx, 00 Xxxxx Xxxxxx, Xx Xxxxxx, Xxxxxx XX0 0XX, Channel Islands --------------------------------------------------------------------------------------------------------------------------------- 2. Ki Corporation, Ltd, XX Xxx 000 2,428,372 269,819 Xxxxx Xxxxx Xxxxx Xxxxxxxx Xx Xxxxxx Xxxxxx XX0 0XX, Channel Islands --------------------------------------------------------------------------------------------------------------------------------- 3. Xx Xxxxxxxxxxxx as trustee of the Xxxxx Trust c/o Vermogensverwaltung 1,875,105 208,345 Xx X.X. Xxxxxxxxxxx AG Xxxxxxxxxxxx 00 XX 0000 Xxxxxx Xxxxxxxxxxx --------------------------------------------------------------------------------------------------------------------------------- 4. Lisdar Limited, XX Xxx 000, 78,937 8,770 Malzard House, 00 Xxxxx Xxxxxx, Xx Xxxxxx, Xxxxxx XX0 0XX, Channel Islands --------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------- 1 2 3 Number of Consideration Shares to be issued to the Escrow Agent Name & addresses of the Vendors Number of Consideration on Completion in respect Shares to be issued of General Indemnified directly to Claims and held Vendor on Completion in escrow --------------------------------------------------------------------------------------------------------------------------------- 5. Xxxxxxx X. Xxxxxxxx, c/o Meridian VAT Reclaim, Inc. 241,319 26,813 000 Xxxx 00 Xxxxxx 0xx Xxxxx Xxx Xxxx, XX 00000 --------------------------------------------------------------------------------------------------------------------------------- 6. Normandy Investments Inc., c/o Heritage Trust Limited 145,801 16,200 Xxxxxxx Xxxx XX Xxx 000 Xx Xxxxxxxx Xxxxxx St Xxxxx Port, Guernsey GY1 4EL, Channel Islands -----------------------------------------------------------------------------------------------------------...
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Related to Issue of Consideration Shares

  • Share Consideration Nation Energy Inc., a Wyoming corporation, has agreed to issue on December 17, 2015 600,000,000 of its common shares (the Share Consideration) to Paltar, and Paltar has agreed to certain restrictions on the transfer of such shares, under the terms of the Third Amended and Restated Letter Agreement, dated 30 August 2015 between Nation Energy Inc. and Paltar (the Letter Agreement), in the event that an Exchange Transaction (as defined in the Letter Agreement) has not been consummated on or before December 16, 2015.

  • MEMO OF CONSIDERATION RECEIVED on the day month and year first above written of and from the within named Purchasers the within mentioned sum of Rs. /- (Rupees only)paid as and by way of full consideration in terms of these presents. 1 By cheque no. dated 2 By cheque no. dated 3 By cheque no. dated 4 By cheque no. dated 5 By cheque no. dated 6 TDS ( ) 7 By cheque no. dated TOTAL (RUPEES ONLY) 1. (OWNERS)

  • Stock Consideration 3 subsidiary...................................................................53

  • Exchange Consideration On or promptly after an Exchange Date, provided the Partnership Unitholder has satisfied its obligations under Section 2.1(b)(i), the Company shall cause the Transfer Agent to register electronically in the name of such Partnership Unitholder (or its designee) in book-entry form the shares of Class A Common Stock issuable upon the applicable Exchange, or, if the Company has so elected, shall deliver or cause to be delivered to such Partnership Unitholder (or its designee), the Cash Settlement. Notwithstanding the foregoing, the Company shall have the right but not the obligation (in lieu of the Partnership) to have the Company acquire Exchangeable Units directly from an exchanging Partnership Unitholder in exchange for shares of Class A Common Stock or, at the option of the Company, the Cash Settlement. If an exchanging Partnership Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such Partnership Unitholder is entitled to receive from the Company pursuant to this Section 2.1(c), the Partnership Unitholder shall have no further right to receive shares of Class A Common Stock from the Partnership or the Company in connection with that Exchange. Notwithstanding anything set forth in this Section 2.1(c) to the contrary, to the extent the Class A Common Stock is settled through the facilities of The Depository Trust Company, the Partnership or the Company will, pursuant to the Exchange Notice submitted by the Partnership Unitholder, deliver the shares of Class A Common Stock deliverable to such exchanging Partnership Unitholder through the facilities of The Depository Trust Company to the account of the participant of The Depository Trust Company designated by such exchanging Partnership Unitholder in the Exchange Notice. Upon any Exchange, the Partnership or the Company, as applicable, shall take such actions as (A) may be required to ensure that such Partnership Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such exchanging Partnership Unitholder is entitled to receive in connection with such Exchange pursuant to this Section 2.1 and (B) may be reasonably within its control that would cause such Exchange to be treated for purposes of the Tax Receivable Agreement as an “Exchange” (as such term is defined in the Tax Receivable Agreement). Notwithstanding any other provisions of this Agreement to the contrary, in the event that the Company elects a Cash Settlement, the Company shall only be obligated to contribute to the Partnership (or, if the Company elects to settle directly pursuant to Section 2.1(a)(ii), settle directly for an amount equal to), an amount in respect of such Cash Settlement equal to the net proceeds (after deduction of any underwriters’ discounts and commissions) from the sale by the Company of a number of shares of Class A Common Stock equal to the number of Exchangeable Units being Exchanged for such Cash Settlement. Except as otherwise required by applicable law, the Company shall, for U.S. federal income tax purposes, be treated as paying an appropriate portion of the selling expenses described in the previous sentence as agent for and on behalf of the exchanging Partnership Unitholder.

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • Equity Consideration (a) The Equity Consideration (collectively, the “Buyer Parent Securities”) are or shall be restricted securities and have not been registered for resale under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be sold, transferred, hypothecated, or assigned by any of the Seller in the absence of a registration statement covering such Buyer Parent Securities that has been declared effective by the Securities and Exchange Commission (“SEC”) or the availability of an applicable exemption therefrom. For clarity, other than the Lock-up Agreement, there are no separate restrictions other than the stock having been issued in a private transaction, thereby making the shares restricted for Rule 144 purposes. If the Buyer Parent lists its shares on any public exchange, at Seller’s election, Buyer shall: (i) if registration occurs after the First Closing, ensure Seller’s Equity Consideration is registered, or (ii) if registration occurs before the First Closing, pay the Equity Consideration in registered shares. (b) The Seller is a knowledgeable, sophisticated, and experienced investor and has sufficient knowledge and experience in evaluating and making, and is qualified to evaluate and make, decisions with respect to private investments in and dispositions of securities, including investments in and dispositions of securities issued by Buyer Parent and Persons engaged in similar activities, and is capable of evaluating the risks and merits associated with the Buyer Parent Securities. (c) The Seller is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act. (d) The Seller has had the opportunity to seek independent legal, investment, and tax advice in connection with such Seller’s decision to acquire its share of the Buyer Parent Securities. (e) The Seller is acquiring the Buyer Parent Securities for investment purposes only and not with a view toward the immediate resale or distribution thereof. The Seller acknowledges that, as a result of the substantial restrictions on the transferability of its share of Buyer Parent Securities, such Seller will be required to bear the financial risks of an investment in such capital stock for an indefinite period of time. (f) The Seller has reviewed the reports filed with the SEC by Bxxxx Xxxxxx and has received and reviewed a draft of Buyer Parent’s Form 1-K for fiscal year 2019, to be filed with the SEC pending completion of the Company’s audit procedures. The Seller understands the risks of its investment in Buyer Parent. The Seller acknowledges and agrees that it has had sufficient time and opportunity to ask questions and receive answers from Buyer Parent concerning the terms of the issuance of Buyer Parent Securities pursuant to this Agreement and to obtain any additional information required by or pursuant to the Securities Act.

  • Deemed Issue of Additional Shares of Common Stock (a) If the Corporation at any time or from time to time after the Series A-2 Original Issue Date shall issue any Options or Convertible Securities (excluding Options or Convertible Securities which are themselves Exempted Securities) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto, assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability but without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date. (b) If the terms of any Option or Convertible Security, the issuance of which resulted in an adjustment to the Conversion Price applicable to a Series of Preferred Stock pursuant to the terms of Subsection 5.4.4, are revised as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (I) any increase or decrease in the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any such Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Corporation upon such exercise, conversion and/or exchange, then, effective upon such increase or decrease becoming effective, the applicable Conversion Price for such series of Preferred Stock computed upon the original issue of such Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall be readjusted to such Conversion Price as would have obtained had such revised terms been in effect upon the original date of issuance of such Option or Convertible Security. Notwithstanding the foregoing, no readjustment pursuant to this clause (b) shall have the effect of increasing the Conversion Price applicable to any series of Preferred Stock to an amount which exceeds the lower of (i) the Conversion Price for such series of Preferred Stock in effect immediately prior to the original adjustment made as a result of the issuance of such Option or Convertible Security, or (ii) the Conversion Price for such series of Preferred Stock that would have resulted from any issuances of Additional Shares of Common Stock (other than deemed issuances of Additional Shares of Common Stock as a result of the issuance of such Option or Convertible Security) between the original adjustment date and such readjustment date. (c) If the terms of any Option or Convertible Security (excluding Options or Convertible Securities which are themselves Exempted Securities), the issuance of which did not result in an adjustment to the Conversion Price of any series of Preferred Stock pursuant to the terms of Subsection 5.4.4 (either because the consideration per share (determined pursuant to Subsection 5.4.5) of the Additional Shares of Common Stock subject thereto was equal to or greater than the Conversion Price for such series of Preferred Stock, then in effect, or because such Option or Convertible Security was issued before the Series A-2 Original Issue Date), are revised after the Series A-2 Original Issue Date as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (1) any increase in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (2) any decrease in the consideration payable to the Corporation upon such exercise, conversion or exchange, then such Option or Convertible Security, as so amended or adjusted, and the Additional Shares of Common Stock subject thereto (determined in the manner provided in Subsection 5.4.3(a)) shall be deemed to have been issued effective upon such increase or decrease becoming effective. (d) Upon the expiration or termination of any unexercised Option or unconverted or unexchanged Convertible Security (or portion thereof) which resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the Conversion Price applicable to any series of Preferred Stock pursuant to the terms of Subsection 5.4.4, the applicable Conversion Price shall be readjusted to such Conversion Price as would have obtained had such Option or Convertible Security (or portion thereof) never been issued. (e) If the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Corporation upon such exercise, conversion and/or exchange, is calculable at the time such Option or Convertible Security is issued or amended but is subject to adjustment based upon subsequent events, any adjustment to the Conversion Price for any series of Preferred Stock provided for in this Subsection 5.4.3 shall be effected at the time of such issuance or amendment based on such number of shares or amount of consideration without regard to any provisions for subsequent adjustments (and any subsequent adjustments shall be treated as provided in clauses (b) and (c) of this Subsection 5.4.

  • Issuance of Additional Shares of Common Stock (i) In the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e).

  • Payment of Consideration (a) Subject to surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Entrée Common Shares together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, following the Effective Time the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, the Consideration which such holder has the right to receive under this Plan of Arrangement, less any amounts withheld pursuant to Section 4.4, and any certificate so surrendered shall forthwith be cancelled. (b) Until surrendered as contemplated by Section 4.1(a), each certificate that immediately prior to the Effective Time represented an Entrée Common Share shall be deemed after the Effective Time to represent only the right to receive, upon such surrender, the Consideration to which the holder thereof is entitled in lieu of such certificate as contemplated by Section 3.1 and this Section 4.1, less any amounts withheld pursuant to Section 4.4. Any such certificate formerly representing Entrée Securities not duly surrendered on or before the sixth anniversary of the Effective Date shall: (i) cease to represent a claim by, or interest of, any former holder of Entrée Securities of any kind or nature against or in Entrée or Spinco (or any successor to any of the foregoing); and (ii) be deemed to have been surrendered to Entrée and shall be cancelled. (c) No holder of an Entrée Security shall be entitled to receive any consideration with respect to such Entrée Securities other than the Consideration to which such holder is entitled in accordance with Section 3.1 and this Section 4.1 and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith.

  • Additional Shares The Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchase up to an additional [●]3 Ordinary Shares (the “Additional Shares”), in each case solely for the purpose of covering over-allotments of such securities, if any. The Over-allotment Option is, at the Underwriters’ sole discretion, for Additional Shares.

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