Potential Open Market Purchased Shares Sample Clauses

Potential Open Market Purchased Shares. At any time and from time to time after the date of this Agreement, Harbinger may, but is under no obligation to, arrange for the purchase of shares of Voting Common Stock of the Company in one or more open-market transactions from the Company or a third-party (any such shares of Voting Common Stock are hereinafter referred to as "Open Market Shares"). In the event Harbinger arranges for the purchase of Open Market Shares, (i) Harbinger shall provide the Escrow Agent with the funds necessary to consummate such purchase, and (ii) upon receipt of such funds from Harbinger and the direction of an Authorized Person, the Escrow Agent shall acquire and accept from any such seller, all of such seller's right, title and interest in and to such Open Market Shares, and shall hold such Open Market Shares in accordance with the terms of this Agreement. The acquisition of Open Market Shares by the Escrow Agent shall be executed by the Escrow Agent's Depository Trust Corporation ("DTC") participant (the "Participant") via DTC's Direct Registration System ("DRS"). The commission for any purchases or sales of Open Market Shares shall be $0.02 per share. An Authorized Person may direct the purchase of Open Market Shares in any manner generally accepted by the Participant for executing DRS transactions on behalf of customers. The Escrow Agent shall not be liable for the purchase price of the Open Market Shares which upon instruction will be purchased on a best effort basis.
Sample 1
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Related to Potential Open Market Purchased Shares

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

  • 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.

  • Purchase Shares Subject to the terms and conditions hereinafter set forth herein, the Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the holder hereof in writing), to purchase from the Company up to ( ) fully paid and nonassessable shares of Common Stock, par value $0.0001, of the Company, as constituted on the Warrant Issue Date (the “Common Stock”). The number of shares of Common Stock issuable pursuant to this Section 1 (the “Shares”) shall be subject to adjustment pursuant to Section 9 hereof.

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Target Shares Seller holds of record and owns beneficially one hundred percent (100%) of the outstanding Target Shares (i.e., shares of capital stock of Target), free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Seller is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require Seller or Target to sell, transfer, or otherwise dispose of any capital stock of Target. Seller is not party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Target.

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • The Shares The Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights.

  • Exchange Stock Market Clearance On the Closing Date, the Company’s shares of Common Stock, including the Firm Shares, shall have been approved for listing on the Exchange, subject only to official notice of issuance. On the first Option Closing Date (if any), the Company’s shares of Common Stock, including the Option Shares, shall have been approved for listing on the Exchange, subject only to official notice of issuance.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • The Share Exchange 1.1 Purchase and Sale of Shares 1 1.2 Consideration 1 1.3 Company Shareholder Consent 2

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