Payment Shares. (a) The Company may only deliver Restricted Payment Shares pursuant to Section 5(a)(ii)(A) and Make-Whole Payment Shares pursuant to Section 5(c) subject to satisfaction of the following conditions:
Payment Shares. The Payment Shares, when issued on Closing, shall be fully paid, validly issued and free and clear of all Encumbrances, except for such escrow and resale restrictions imposed by the Exchange Polices and Applicable Securities Laws.
Payment Shares a) The Buyer represents that, on the Transfer Date, the Payment Shares are free and clear of any Lien and rights of third parties of any nature (including options, voting obligations or restrictions or other rights of whatever nature restricting the ownership, the disposability or the voting rights), and the Buyer is under no obligation to grant or create any such Liens or third-party rights.
Payment Shares. The term “Payment Shares” shall mean the shares of Ford common stock issued to the LLC pursuant to the Stock Payment Option.
Payment Shares. All Payment Shares issued to the Seller will not have been registered under the Securities Act of 1933, as amended (the "Act"), on the basis that this transaction is exempt under the Act and such shares shall have the status of securities acquired under Section 4(2) of the Securities Act of 1033 (the "Act"), as not involving any public offering. (See "Representations and Warranties of Seller" below)
Payment Shares. The following provisions are applicable if the Company elects to deliver Payment Shares pursuant to Sections V or X of this Letter Agreement:
Payment Shares. The Payment Shares shall be issued in the names of the Sellers who hold the Purchased Shares at the Closing Time, and certificates for such Payment Shares shall be delivered at the Closing Time to the Sellers by Xxxxx against delivery to Mansa of share certificates evidencing the Purchased Shares, duly endorsed in blank for transfer to Mansa.
Payment Shares. 6.5.1 The Sellers acknowledge and understand that the issuance of the Payment Shares will not be qualified by a prospectus under the securities laws of any jurisdiction of Canada, by reason of specific exemptions therefrom.
Payment Shares. The Seller is acquiring the Payment Shares pursuant to the prospectus and registration exemption contained in Section 2.12 of National Instrument 45-106 Prospectus and Registration Exemptions and the Purchaser is relying on such exemptions. The Seller acknowledges that no Person has made any written or oral representations: that any Person will repurchase the Payment Shares; or as to the future price or value of the Payment Shares.
Payment Shares. When issued in accordance with the terms hereof, the Payment Shares will be validly issued as fully paid and non-assessable common shares in the capital of the Parent.
