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Purchased Common Shares Sample Clauses

Purchased Common Shares. The number of shares of Common Stock comprising the Purchased Common Shares to be issued and delivered to the Investor at the Closing pursuant to Section 2.1 shall be equal to the quotient of (a) the Common Share Investment Amount, divided by (b) the Common Share Purchase Price (as defined in Section 2.3.2), rounded up to the nearest whole number of shares of Common Stock.
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Purchased Common Shares. The execution of this Agreement and the issue by the Corporation to the Subscriber of the Purchased Common Shares will be exempt from the registration and prospectus requirements of Securities Laws.
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Purchased Common Shares. The number of Purchased Common Shares is set forth on Schedule 2.1.
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Purchased Common Shares. At the Closing, the Purchased Common Shares will have been duly and validly authorized and reserved for issuance upon conversion of the Series D Preferred Shares in accordance with their terms, and when so issued against payment of the exercise price (or upon conversion of the Series D Preferred Shares), the Purchased Common Shares will be duly and validly issued and fully paid and non-assessable.
Sample 1
Purchased Common Shares. At the Closing (as defined in Section 1.2 hereof), and subject to and upon the terms and conditions of this Agreement, the Direct Holder will sell, transfer, convey, assign and deliver to Buyer and Buyer will purchase and acquire from the Direct Holder, good and valid title to the Purchased Common Shares, free and clear of any liens, claims, charges, restrictions, pledges, security interests, options, rights of any nature or other legal or equitable encumbrances. At the Closing, the Direct Holder will deliver to Buyer duly executed instruments of transfer and assignment of the Purchased Common Shares sufficient to vest in Buyer the interests in the Purchased Common Shares in accordance with the terms of this Agreement.
Sample 1
Purchased Common Shares. The purchase price to be paid by Buyer with respect to the Purchased Common Shares at the Closing (the "Direct Holder Purchase Price") shall be equal to (x) the Company Purchase Price less the JS Purchase Price, multiplied by (y) a fraction, the numerator of which shall be the number of Purchased Common Shares, and the denominator of which shall be the Aggregate Share Number. The Direct Holder Purchase Price shall be payable as follows: (A) by delivery to the Escrow Agent (as defined in Section 8.2) of an amount equal to ten percent (10%) of the Company Purchase Price (the "Primary Escrow Amount"), which amount shall be held by the Escrow Agent subject to the Escrow Agreement (as defined in Section 8.2); (B) by delivery to the Escrow Agent of an amount equal to the product of (x) the aggregate number of Common Shares issuable upon exercise or conversion of all Convertible Securities outstanding as of the Closing (but excluding from such number all Common Shares underlying Convertible Securities outstanding as of the Closing for which an adjustment has been made to the Company Purchase Price under Section 1.3(a)(ii)(A)) and (y) $1.80 (the "Secondary Escrow Amount"), which amount shall be held by the Escrow Agent subject to the Escrow Agreement; and (C) by delivery to the Tertiary Escrow Agent (as defined in Section 8.2) of an amount equal to forty percent (40%) of the Company Purchase Price (the "Tertiary Escrow Amount," and, together with the Primary Escrow Amount and the Secondary Escrow Amount, the "Aggregate Escrow Amount"), which amount shall be held by the Tertiary Escrow Agent subject to the Tertiary Escrow Agreement (as defined in Section 8.2); (D) subject to Section 1.3 (c) below, by payment to the Direct Holder of an amount equal to the difference between the Direct Holder Purchase Price and the Aggregate Escrow Amount, which payment shall be made by wire transfer of immediately available funds to an account or accounts designated by the Direct Holder or by the delivery to the Direct Holder of a certified check or bank draft made payable in lawful money of the United States in accordance with a direction to the Buyer executed by the Direct Holder.
Sample 1

Related to Purchased Common Shares

  • Common Shares 4 Company...................................................................................... 4

  • 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.

  • Purchaser Common Stock Each share of common stock, par value $0.001 per share, of the Purchaser (the “Purchaser Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Acquired Shares Any Shares or other voting securities of the Bank with respect to which beneficial ownership is acquired by Shareholder or its affiliates, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such Shares or upon exercise or conversion of any securities of the Bank, if any, after the date hereof shall automatically become subject to the terms of this Agreement.

  • 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.

  • Reacquired Shares Any shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock subject to the conditions and restrictions on issuance set forth herein, in the Certificate of Incorporation, or in any other Certificate of Designations creating a series of Preferred Stock or any similar stock or as otherwise required by law.

  • 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.

  • Company Securities Except as set forth in this Section 3.7, there are (i) no outstanding shares of capital stock of, or other equity or voting interest in (including voting debt), the Company; (ii) no outstanding securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock of, or other equity or voting interest (including voting debt) in, the Company; (iii) no outstanding options, warrants or other rights or binding arrangements to acquire from the Company or any of its Subsidiaries, or that obligate the Company or any of its Subsidiaries to issue or sell, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest (including voting debt) in, the Company; (iv) no obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible, exchangeable or exercisable security, or other similar Contract relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company; (v) no outstanding shares of restricted stock, restricted stock units, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other securities or ownership interests in, the Company (the items in clauses (i), (ii), (iii), (iv) and (v), collectively with the Company Common Stock, the “Company Securities”); (vi) no voting trusts, proxies or similar arrangements or understandings to which the Company or any of its Subsidiaries is a party or by which the Company is bound with respect to the voting of any shares of capital stock of, or other equity or voting interest in, the Company; (vii) except as provided in the Charter or the Bylaws, no obligations or binding commitments of any character restricting the transfer of any shares of capital stock of, or other equity or voting interest in, the Company to which the Company is a party or by which it is bound; and (viii) no other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of any Company Securities. None of the Company or any of its Subsidiaries is party to any Contract that obligates it to repurchase, redeem or otherwise acquire any Company Securities. There are no accrued and unpaid dividends with respect to any outstanding shares of Company Common Stock. The Company does not have a stockholder rights plan in effect.

  • Target Shares Seller holds of record and owns beneficially the number of Target Shares set forth next to his name in §4(b) of the Disclosure Schedule, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and 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 to sell, transfer, or otherwise dispose of any capital stock of Target. Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Target.

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