RELEVANT SHARES Sample Clauses

RELEVANT SHARES. 23 REORGANIZATION...............................................................................1
Sample 1
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RELEVANT SHARES. (i) The Covenantor is the sole legal and beneficial owner of, and has good and valid title to, the IU Shares as set out against its name in Schedule 1; (ii) the Covenantor or any of its Affiliates is or will be the beneficial owner of, and has or will have good and valid title to, the other Relevant Shares as from the date on which such Relevant Shares are acquired; (iii) the Covenantor has the right to exercise all voting and other rights over the IU Shares; and (iv) save as set out in Schedule 1, neither the Covenantor, nor any of its Affiliates is interested in any other securities of the Company, or has any rights to subscribe, purchase or otherwise acquire any securities of the Company. 2.2 The Relevant Shares have been validly allotted, issued and are fully paid or credited as fully paid, and the Relevant Shares are free and clear of any mortgage, charge, security interest, third party’s rights, restriction, lien or Encumbrance of any kind whatsoever, or an agreement, arrangement or obligation to create any of the foregoing. Submission Proof (6): 3 September 2021 (1) SALE AND PURCHASE AGREEMENT (2) POSSIBLE MANDATORY CONDITIONAL CASH OFFERS BY XXXXXXX XXXXX (ASIA PACIFIC) LIMITED
Sample 1
RELEVANT SHARES. (a) The Parties acknowledge that, after the sale and purchase set forth in Section 1 of this Agreement, Sponsor will retain 600,000 Class B Shares (the “Retained Shares,” and collectively with any Earnout Shares granted under Section 3(b) below, the “Relevant Shares”). Sponsor agrees that, to the extent that, in connection with SPAC’s initial Business Combination, the Acquirer agrees to forfeit, cancel, transfer, defer, amend or waive the terms of, or subject to earnout or lock-up or any other restriction (each, a “Restriction”) all or a portion of the Transferred Securities, Sponsor shall subject all of the Relevant Shares to the same Restriction, pro rata, based on the number of the Relevant Shares out of the total number of Class B Shares; provided, that if the Acquirer enters into any agreement that gives it the right, on an absolute or contingent basis, to earn back or restore the value or original terms of the Class B Shares that were the subject of any such Restriction, Sponsor shall be provided the same rights on a pro rata basis. In the event that Acquirer receives any economic benefit in exchange for its agreement to any Restriction or the amount of Class B Shares subject to such Restriction, the value of such benefit shall be taken into account with respect to the amount of Relevant Shares subject to such Restriction, with the intent of the Parties being that Sponsor shares in the benefits of the Business Combination with Acquirer on a pro rata basis. In addition, in connection with SPAC’s initial Business Combination, Sponsor shall enter into any voting support agreement, lock-up agreement, registration rights agreement or other similar agreement that SPAC and Acquirer enter into on the same terms as the Acquirer. If Sponsor fails to comply with the foregoing agreements, Sponsor hereby irrevocably appoint Acquirer as his or its attorney in fact to execute and deliver any and all agreements and instruments necessary to effectuate such agreements. Sponsor agrees that it shall not transfer any Relevant Shares until the closing of SPAC’s initial Business Combination. (b) The Parties further agree that after the Closing, to the extent that the Acquirer transfers any Class B Shares (such shares, “Committed Shares”) for the purpose of securing further extension of the period of time that SPAC can consummate its initial Business Combination (such extension, the “Further Extension”), or reducing the number of holder of Class A Shares electing to exercis...
Sample 1
RELEVANT SHARES. Reorganization............................................................
Sample 1
RELEVANT SHARES. (i) Each Covenantor is the sole legal and beneficial owner of, and has good and valid title to, the IU Shares as set out against its name in Schedule 1; (ii) each Covenantor or any of its Affiliates is or will be the beneficial owner of, and has or will have good and valid title to, the other Relevant Shares as from the date on which such Relevant Shares are acquired; (iii) each Covenantor has the right to exercise all voting and other rights over the IU Shares; and (iv) save as set out in Schedule 1, neither the Covenantors, nor any of their respective Affiliates is interested in any other securities of the Company, or has any rights to subscribe, purchase or otherwise acquire any securities of the Company. 2.2 The Relevant Shares have been validly allotted, issued and are fully paid or credited as fully paid and listing approval has been obtained from the Stock Exchange and not withdrawn for the Relevant Shares. Immediately prior to Settlement, the Relevant Shares are free and clear of any mortgage, charge, security interest, third party’s rights, restriction, lien or Encumbrance of any kind whatsoever, or an agreement, arrangement or obligation to create any of the foregoing.
Sample 1

Related to RELEVANT SHARES

  • 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.

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

  • 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.

  • Exchange Shares The Exchange Shares have been duly and validly authorized by all necessary action, and, when issued and delivered pursuant to this Agreement, such Exchange Shares will be duly and validly issued and fully paid and nonassessable, will not be issued in violation of any preemptive rights, and will not subject the holder thereof to personal liability.

  • 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.

  • Conversion Shares The Company has authorized and has reserved and covenants to continue to reserve, free of preemptive rights and other similar contractual rights of stockholders, a number of shares of Common Stock equal to one hundred fifty percent (150%) of the number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all of the Preferred Shares and exercise of the Warrants then outstanding. Any shares of Common Stock issuable upon conversion of the Preferred Shares and exercise of the Warrants (and such shares when issued) are herein referred to as the “Conversion Shares” and the “Warrant Shares”, respectively. The Preferred Shares, the Conversion Shares and the Warrant Shares are sometimes collectively referred to as the “Shares”.

  • Warrant Shares If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

  • New Shares Stockholder agrees that any shares of Company Capital Stock that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership after the date of this Agreement and prior to the Expiration Date (“New Shares”) shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.

  • Shares The term “

  • 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.

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