Purchaser Common Shares Clause Samples
The 'Purchaser Common Shares' clause defines the specific shares of common stock that the purchaser will receive as part of a transaction. Typically, this clause outlines the number, class, and any relevant characteristics of the shares being issued or transferred to the purchaser, and may specify conditions such as timing of issuance or restrictions on transfer. Its core function is to clearly identify the equity interest the purchaser is acquiring, ensuring both parties understand the nature and extent of the purchaser's ownership stake, thereby reducing ambiguity and potential disputes.
Purchaser Common Shares. All Purchaser Common Shares to be issued under this Agreement will, when issued in accordance with the terms of the Agreement, be validly issued as fully paid and non- assessable shares in the capital of the Purchaser.
Purchaser Common Shares. Each Purchaser Common Share to be exchanged for the Company Stock pursuant to the provisions of this Agreement and the Articles of Merger has been duly authorized and, upon consummation of the Merger and/or delivery to Seller, will be validly issued, fully paid and non-assessable.
Purchaser Common Shares. As soon as practicable following the distributions made to the Noteholder Claimants, the Purchaser Common Shares shall be distributed by the Debenture Trustee to the Existing Company Securities-holders, such that each will receive their pro rata share based on the number of Existing Company Securities held by such Persons as at the Effective Date.
Purchaser Common Shares. The Purchaser Common Shares issued and delivered pursuant to this Agreement will be issued as “restricted securities” under Rule 144 of the Securities Act and will be fully paid, validly issued and nonassessable. Such Purchaser Common Shares, when so issued and delivered in accordance with the provisions of this Agreement, will be free and clear of all Liens, other than restrictions on transfer created by applicable securities Laws, and will not have been issued in violation of applicable Laws, applicable rules or regulations, or any preemptive rights or rights of first refusal or similar rights. As of, October 29, 2020, the authorized capital stock of Purchaser consists of one hundred million (100,000,000) shares of Purchaser Common Stock, 13,640,381 shares of which are issued and outstanding.
Purchaser Common Shares. (a) The Purchaser Common Shares to be issued pursuant to the Arrangement or upon the exchange or exercise from time to time of the Exchangeable Shares or Replacement Options, respectively, will, when issued and delivered in accordance with the terms of this Agreement, the Plan of Arrangement, the Exchange Trust Agreement or the Support Agreement or the applicable terms attaching to the Exchangeable Shares or Replacement Options respectively, be duly and validly issued by Purchaser on their respective dates of issue as fully paid and non-assessable shares and will not be issued in violation of the terms of any agreement or other understanding binding upon Purchaser at the time that such shares are issued and will be issued in compliance with the constating documents of Purchaser and all applicable Laws.
(b) Assuming and subject to the satisfaction of all conditions precedent set forth in Sections 6.1 and 6.2, the issuance of the Purchaser Common Shares and Exchangeable Shares to be issued on the Effective Date pursuant to this Agreement and the Plan of Arrangement and the assumption and conversion of each Target Option into Replacement Options shall be exempt from the registration requirements of the Securities Act by virtue of the exemption provided in Section 3(a)(10) thereunder. The resale of the Purchaser Common Shares issued in exchange for Target Shares under the Arrangement will be exempt from the registration requirements of the Securities Act, except that the Purchaser Common Shares held by persons who are "affiliates" (as such term is defined under the Securities Act) of Target prior to the Arrangement may be resold by them only in compliance with the resale provisions of Rule 145(d)(l), (2) or (3) promulgated under the Securities Act or as otherwise permitted under the Securities Act. The Purchaser Common Shares issued upon exchange of the Exchangeable Shares will be issued pursuant to an exemption from the registration requirements of the Securities Act by virtue of exemptions provided by either Regulation D or Regulation S under the Securities Act. Upon the registration statement being declared effective (which registration statement is required to be filed by Purchaser pursuant to the Registration Rights Agreement), the resale of the Purchaser Common Shares issued or issuable upon exchange of Exchangeable Shares will be registered under the Securities Act. Upon the filing with the SEC of a registration statement on Form S-8 under the Securitie...