Payment Shares Sample Clauses

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 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: (i) all Restricted Payment Shares and Make-Whole Payment Shares shall be delivered to the Seller (or any affiliate of the Seller designated by the Seller) pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof; (ii) BAS, the Seller and any potential purchaser of any such shares from the Seller (or any affiliate of the Seller designated by the Seller) identified by BAS or the Seller shall have entered into a confidentiality agreement reasonably acceptable in form and content to the Company and, pursuant thereto, shall have been afforded a commercially reasonable opportunity to conduct a due diligence investigation with respect to the Company customary in scope for private placements of equity securities (including, without limitation, the right to have made available to them for inspection all financial and other records, pertinent corporate documents and other information reasonably requested by them); and (iii) an agreement (a “Private Placement Agreement”) shall have been entered into between the Company and the Seller (or any affiliate of the Seller designated by the Seller) in connection with the private placement of such shares by the Company to the Seller (or any such affiliate) and the private resale of such shares by the Seller (or any such affiliate), on customary and commercially reasonable terms substantially similar to private placement purchase agreements customary for private placements of equity securities, in form and substance commercially reasonably satisfactory to the Seller, which Private Placement Agreement shall include, without limitation, provisions substantially similar to those contained in such private placement purchase agreements relating to the indemnification of, and contribution in connection with the liability of, the Seller and its affiliates, and shall provide for the payment by the Company of all reasonable out-of-pocket fees and expenses in connection with such resale, including all reasonable out-of-pocket fees and expenses of counsel for the Seller, and shall contain representations, warranties and agreements of the Company reasonably necessary or advisable to establish and maintain the availability of an exemption from the registration requirements of the Securi...

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. 6.5.2 The Sellers are acquiring the Payment Shares pursuant to prospectus and registration exemptions contained in NI 45-106 and Mansa is relying on such exemptions. 6.5.3 The Sellers acknowledge that no person has made any written or oral representations: 6.5.3.1 that any person will resell or repurchase the Payment Shares; or 6.5.3.2 as to the future price or value of the Payment Shares. 6.5.4 The Sellers will not resell the Payment Shares except in accordance with the provisions of applicable securities legislation, regulatory policies, this Agreement and stock exchange rules and policies, if applicable. 6.5.5 The Sellers will execute, deliver, file and otherwise assist Mansa in filing such reports, undertakings and other documents as may be required by applicable securities legislation, policy or order of a securities commission or other regulatory authority, with respect to the issuance of the Payment Shares.

Payment Shares a) The Buyer represents that 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. b) The Buyer represents that, on the Closing Date, it assigns and transfers full legal and beneficial ownership of the Payment Shares constituting the Closing Payment to the Sellers, free and clear from any Liens and third party rights, and the Sellers will be the sole and unrestricted owners of such Payment Shares. c) The Buyer represents that there is no litigation, arbitration, prosecution, administrative or other legal proceedings or dispute in existence or threatened against it in respect of the Payment Shares or its entitlement to dispose of the Payment Shares. d) The Buyer has the right and power to transfer to the Sellers the unencumbered and unrestricted ownership in the Payment Shares. e) The Payment Shares are validly issued, fully paid-in to their nominal value and free of obligations to make additional capital payments, and the Payment Shares have not been repaid in whole or in part. f) The Buyer warrants that, except for any matters or transactions (i) publicly announced by the Buyer until Closing, (ii) resolved by the Buyer’s shareholders’ meeting in accordance with applicable Law until Closing, or (iii) resolved by the Buyer’s board of directors treating the Sellers equally with the other Buyer’s shareholders (Art. 717 para. 2 CO) and any third party investing in the Buyer, there are no resolutions pending and, for a period of two months following the Closing, there will be no resolutions to (a) increase the ordinary, authorized or conditional share capital of the Company or (b) issue shares of the Buyer and there are no options (other than under the Buyer’s existing employee stock option plans), conversion rights or other commitments outstanding under which the Buyer is required to issue shares or other equity securities. All the Buyer Shares have been duly issued and are fully paid-in up to their nominal value. 33 g) As of the Closing Date, except for any matters or transactions publicly announced by the Buyer until Closing, there are no further shares, non-voting stock, other equity participation rights or options (other than under the Buyer’s existing employee stock opti...

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 ▇▇▇▇▇ against delivery to Mansa of share certificates evidencing the Purchased Shares, duly endorsed in blank for transfer to Mansa.

Payment Shares. At the Closing, Sellers shall deliver to Purchaser duly executed stock powers disclaiming interest in the Shares (only in connection with Shares of Ariba Korea) and irrevocable authorization and instruction to the Companies to issue and deliver to Purchaser stock certificates representing the Shares and take all actions reasonably necessary to convey and deliver to Purchaser the ownership, title and possession to all of the Shares (free and clear of any liens or encumbrance) including if requested by Purchaser the issue and delivery to Ariba Korea of a transfer notice (with fixed date stamp) notifying Ariba Korea that all of the shares of Ariba Korea held or owned by sellers have been transferred to Ariba, Inc., against payment by Purchaser of the Purchase Price, by wire transfer of immediately available funds in United States Dollars, pursuant to the Escrow Agreement and Sections 2(a)(ii) and 2(c) of the Settlement Agreement (each as defined below).

Payment Shares. The Payment Shares will, when issued in accordance with the terms hereof, be validly issued as fully paid and non-assessable Astro Common Shares.

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)