Purchaser Common Shares Sample Clauses

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.
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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...
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1

Related to Purchaser Common 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.

  • 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.

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

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, 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.

  • Initial Shares The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative by the Company upon at least forty-eight hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the Representative, 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

  • 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.

  • 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.

  • Fractional Shares of Common Stock (a) The Company shall not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever any fractional Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding of such fraction to the nearest whole Warrant (rounded down). (b) The Company shall not issue fractions of shares of Common Stock upon exercise of Warrants or distribute stock certificates which evidence fractional shares of Common Stock. Whenever any fraction of a share of Common Stock would otherwise be required to be issued or distributed, the actual issuance or distribution in respect thereof shall be made in accordance with Section 2(d)(v) of the Warrant Certificate.

  • Closing Purchase Price Buyer shall have delivered the Closing Purchase Price in accordance with Section 2.5.

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