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.
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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.
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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:
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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.

  • Transferred Shares A Co-Sale Holder shall effect its participation in the co-sale by promptly delivering to the Selling Shareholder for transfer to the prospective purchaser instrument(s) of transfer executed by such Co-Sale Holder and one or more certificates, properly endorsed for transfer, which represent:

  • 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.

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

  • 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.

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