Matters Relating to Share Consideration Sample Clauses

Matters Relating to Share Consideration. Seller understands that the Share Consideration has not been registered under the Securities Act and cannot be sold unless subsequently registered under the Securities Act or in accordance with Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. In connection with any offer or sale of the Share Consideration, Seller acknowledges and agrees that it and any of its Subsidiaries and any Person acting on their behalf (i) will comply with all applicable Laws and regulations in each jurisdiction in which it offers or sells the Share Consideration and (ii) shall offer and sell the Share Consideration (a) in accordance with Rule 903 or 904 of Regulation S under the Securities Act, (b) to “qualified institutional buyers” within the meaning of and pursuant to Rule 144A under the Securities Act, if available, (c) pursuant to Rule 144 under the Securities Act, if available, or (d) pursuant to any other available exemptions under the Securities Act. In addition, Seller agrees that any portion of the Share Consideration which is offered or sold prior to the end of the Lock-Up Period shall (A) be offered and sold in Australia pursuant to Regulation S or (B) if not offered and sold solely in Australia pursuant to Regulation S, the parties shall mutually agree additional documentation or other deliverables to be provided by Seller to Buyer in connection with such offer or sale to establish that the proposed offer and sale may be effected without registration of such Share Consideration under the Securities Act or any state securities laws.
Sample 1
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Related to Matters Relating to Share Consideration

  • Share Consideration (a) At the Closing, the Limited Partners other than those Limited Partners who vote against the Merger and affirmatively elect to receive notes (the "Note Option") will be allocated American Spectrum Common Shares (the "Share Consideration") in accordance with the final Prospectus/Consent Solicitation Statement included in the Registration Statement.

  • Sole Consideration Employee and the Company agree and acknowledge that the sole and exclusive consideration for the Incentive Payments is Employee’s forbearance as described in subsection 7(h)(iii) above. In the event that subsection 7(h)(iii) is deemed unenforceable or invalid for any reason, then the Company will have no obligation to make Incentive Payments for the period of time during which it has been deemed unenforceable or invalid. The obligations and duties of this subsection 7(h) shall be separate and distinct from the other obligations and duties set forth in this Agreement, and any finding of invalidity or unenforceability of this subsection 7(h) shall have no effect upon the validity or invalidity of the other provisions of this Agreement.

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Form of Consideration The Administrator will determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration at the time of grant. To the extent permitted by Applicable Laws, consideration may consist entirely of:

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

  • The Consideration 2.1 The Borrower agrees, as consideration for the Loan, to:

  • Cash Payments in Lieu of Fractional Shares No fractional shares of Common Stock or scrip representing fractional shares shall be issued upon conversion of Notes. If more than one Note shall be surrendered for conversion at one time by the same holder, the number of full shares that shall be issuable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of stock would be issuable upon the conversion of any Note or Notes, the Company shall make an adjustment and payment therefor in cash at the current market price thereof to the holder of Notes. The current market price of a share of Common Stock shall be the Closing Price on the last Business Day immediately preceding the day on which the Notes (or specified portions thereof) are deemed to have been converted.

  • Payment of Consideration The Consideration shall be paid to the Contributor in the following manner:

  • Other Consideration As additional consideration, Purchaser shall also assume the Assumed Liabilities at the time of Closing.

  • Adequacy of Consideration Executive acknowledges and agrees that Executive has received adequate consideration from United HealthCare to enter into this Agreement.

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