Payment Shares. The following provisions are applicable if the Company elects to deliver Payment Shares pursuant to Sections V or XI of this Letter Agreement:
(a) The Company agrees to take all actions within its control, including, without limitation, the procedures set forth in Annex A, to make available to Citigroup and its affiliates an effective registration statement under the Securities Act and one or more prospectuses as necessary to allow Citigroup and its affiliates to comply with the applicable prospectus delivery requirements (the “Prospectus”) for the resale by Citigroup and its affiliates of the shares of Common Stock delivered by the Company hereunder (the “Registration Statement”), such Registration Statement to be effective and Prospectus to be current on each Trading Day in any Valuation Period and until all such resales by Citigroup (or its affiliates) have been settled. It is understood that the Registration Statement and Prospectus may cover a number of shares of Common Stock equal to all shares to be delivered by the Company hereunder. Citigroup shall provide, by a reasonable time in advance, such information regarding Citigroup and its affiliates as shall be required to be included in the Prospectus. The Company shall pay the applicable registration fee and all costs in connection with the preparation of the Registration Statement and the Prospectus including, without limitation, the cost of printing the Prospectus. In addition, the Company agrees to take all actions set forth in Annex B and otherwise to take such actions reasonably requested by Citigroup to facilitate the disposition of the Payment Shares.
(b) The Company represents, on each day described in subsection (a), that each of its filings under the Securities Act, the Exchange Act or other applicable securities laws that are required to be filed have been filed and that, as of the date of this representation and as supplemented by any information provided by the Company to Citigroup in connection with sales on a private placement basis pursuant to subsection (e) below, there is no misstatement of material fact contained therein or omission of a material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) The Company agrees to provide to Citigroup and its affiliates on (or, if requested by Citigroup, reasonably in advance of) the final Trading Day of the Pricing Period or other date the number of shares of Common Stock to be delivered is deter...
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.
b) The Buyer represents that, on the Transfer Date, it assigns and transfers full legal and beneficial ownership of the Payment Shares constituting the Share Transfer 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 on the Transfer Date.
e) On the Transfer Date, 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) All disclosures to Governmental Authorities in respect of the transaction contemplated hereunder and/or the issuance of the Payment Shares required to be made by the Buyer have been timely and correctly made.
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 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. (1) Payment Shares to Xx Xxxxxx To purchase of the shares held by Xx Xxxxxx under Article 2.1 (1) above, the Company shall issue 3,465,591 shares of Common Stock to Xx Xxxxxx as the consideration of the purchase price.
Payment Shares. The Payment Shares and the Pubco 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 CSE and Applicable Securities Laws or as otherwise contemplated by this Agreement.
Payment Shares. The Sellers acknowledge and agree that the Payment Shares will be issued and the Payment Warrants will be granted pursuant to the prospectus exemptions contained in National Instrument 45-106 Prospectus Exemptions of the Canadian Securities Administrators and that the Payment Securities may subject to a statutory hold period of four months and one day from the date of distribution.
Payment Shares. ARTRA shall have xxxxxxxed to Herrick certificates evidencing the Payment Shares, accompanied xx xtock powers appropriately executed in blank.
