Replacement Shares Sample Clauses
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Replacement Shares. Notwithstanding anything to the contrary herein, if (a) for any reason ▇▇▇▇▇▇▇▇ has breached or is otherwise in default with respect to any of his representations, warranties, covenants or agreements set forth herein, (b) each Seller (other than ▇▇▇▇▇▇▇▇) shall have satisfied the conditions contained in Section 6.2 that are applicable to such Seller and (c) ▇▇▇▇▇▇▇▇ has not cured such breaches or defaults within two (2) Business Days following receipt of notice from the Sellers (other than ▇▇▇▇▇▇▇▇) stating that the conditions in clauses (a) and (b) in this Section 6.4 have been satisfied, then (I) ▇▇▇▇▇▇▇▇ shall immediately and automatically forfeit, and be deemed to have forfeited, all rights under this Agreement, including, without limitation, the right to sell the ▇▇▇▇▇▇▇▇ Shares to the Purchaser pursuant to this Agreement and the Sellers (other than ▇▇▇▇▇▇▇▇) shall be entitled to seek all available remedies against ▇▇▇▇▇▇▇▇ (including, without limitation, damages for any difference between the purchase price received for the Replacement Shares hereunder and the cost of acquiring the Replacement Shares), (II) the Sellers (other than ▇▇▇▇▇▇▇▇) shall have the right, but not the obligation, to acquire and deliver the amount of shares of Common Stock necessary to replace the ▇▇▇▇▇▇▇▇ Shares (such shares of Common Stock, the “Replacement Shares”) and (III) the Purchaser shall be obligated to (y) accept such Replacement Shares in lieu of the ▇▇▇▇▇▇▇▇ Shares and (z) subject to the remaining terms and conditions of this Agreement, satisfy all of its obligations hereunder, including, without limitation, its obligations under Section 2.4. Upon the acquisition of the Replacement Shares by the Sellers (other than ▇▇▇▇▇▇▇▇) (i) Schedule I attached hereto shall be promptly updated to remove ▇▇▇▇▇▇▇▇ and to reflect the ownership of the Replacement Shares by the applicable Seller or Sellers, (ii) the representations and warranties made with respect to the Replacement Shares (other than the representations and warranties contained in the third sentence of Section 3.3, which will not be made with respect to the Replacement Shares) shall be made, severally and not jointly, by the applicable Seller or Sellers that own the Replacement Shares and (iii) all other conditions in Section 6.2 that would have otherwise been related to ▇▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇▇ Shares shall be deemed to relate, to the extent applicable, to the applicable Seller or Sellers that own the Replacement S...
Replacement Shares. Transfer Agent shall issue replacement Shares for those certificates alleged to have been lost, stolen or destroyed, upon receipt by Transfer Agent of an open penalty surety bond satisfactory to it and holding it and Fund harmless, absent notice to Agent that such certificates have been acquired by a bona fide purchaser. Transfer Agent may, at its option, issue replacement Shares for mutilated certificates upon presentation thereof without such indemnity. Transfer Agent may, at its sole option, accept indemnification from Fund to issue replacement Shares for those certificates alleged to have been lost, stolen or destroyed in lieu of an open penalty bond. Transfer Agent shall charge Shareholders an administrative fee for replacement of lost certificates, which shall be charged only once in instances where a single surety bond obtained covers multiple certificates. Transfer Agent may receive compensation, including in the form of surety premiums, for administrative services provided in connection with surety programs offered to Shareholders.
Replacement Shares. Transfer Agent shall issue replacement Shares for those certificates alleged to have been lost, stolen or destroyed, upon receipt by Transfer Agent of an open penalty surety bond satisfactory to it and holding it and Company harmless, absent notice to Transfer Agent that such certificates have been acquired by a bona fide purchaser. Transfer Agent may, at its option, issue replacement Shares for mutilated stock certificates upon presentation thereof without such indemnity. Transfer Agent may, at its sole option, accept indemnification from Company to issue replacement Shares for those certificates alleged to have been lost, stolen or destroyed in lieu of an open penalty bond.
Replacement Shares. Transfer Agent shall issue replacement Shares for those certificates alleged to have been lost, stolen or destroyed, upon receipt by Transfer Agent of a reasonable administration fee paid by Shareholder, and an open penalty surety bond satisfactory to it and holding it and the applicable Company harmless, absent notice to Transfer Agent that such certificates have been acquired by a bona fide purchaser. Transfer Agent may, at its option, issue replacement Shares for mutilated stock certificates upon presentation thereof without such indemnity. Transfer Agent may, at its sole option, accept indemnification from the Company to issue replacement Shares for those certificates alleged to have been lost, stolen or destroyed in lieu of an open penalty bond. Transfer Agent may receive compensation, including in the form of commissions, for services provided in connection with surety programs offered to Shareholders.
Replacement Shares. If a mutilated Share is surrendered to the Company or if a Shareholder claims and submits an affidavit or other evidence, satisfactory to the Company, to the effect that a Share has been lost, destroyed or wrongfully taken, the Company shall issue a replacement Share if the Company’s reasonable requirements are met. If required by the Company, such Shareholder must provide an indemnity bond, or other form of indemnity, sufficient in the judgment of the Company to protect the Company against any loss which may be suffered. The Company may charge such Shareholder for its reasonable out-of-pocket expenses in replacing a Share which has been mutilated, lost, destroyed or wrongfully taken.
Replacement Shares. On the date of the closing of the transactions contemplated by the BCA and in connection therewith, the Company shall issue up a number of shares of Common Stock to the Sponsor, equal to the aggregate number of Consideration Shares and Vendor Shares, taking into account the adjustment to the number of shares of Common Stock outstanding pursuant to the exchange mechanics set forth in the BCA. The Replacement Shares shall be treated as “Sponsor Shares” under the Sponsor Side Letter, and shall be duly authorized, validly issued, fully-paid and nonassessable. The Replacement Shares shall bear appropriate restrictive legends.
Replacement Shares. Transfer Agent shall issue replacement Shares for those certificates alleged to have been lost, stolen or destroyed, upon receipt by Transfer Agent of an open penalty surety bond satisfactory to it and holding it and Company harmless, absent notice to Transfer Agent that such certificates have been acquired by a bona fide purchaser. Transfer Agent may, at its option, issue replacement Shares for mutilated stock certificates upon presentation thereof without such indemnity.
Replacement Shares. Each Pledgor severally represents and warrants as follows:
(a) The Pledgor is an accredited investor.
(b) The Pledgor is acquiring the Replacement Shares, if any, solely for its own account and not for the interest of any other person or for resale to others.
(c) The Pledgor understands that none of the Replacement Shares have been or will be at the time of their issuance, if they are issued, registered under the federal Securities Act of 1933, as amended (the "1933 Act"), or the securities laws of any state or other jurisdiction ("Blue Sky Law") in reliance upon the exemption for transactions not involving a public offering including the exemption provided by Section 4(2) of the 1933 Act.
(d) The Pledgor will under no circumstances attempt to sell, transfer or assign all or any Replacement Shares except upon prior written notice to the Company an opinion, satisfactory to counsel for the Company of counsel skilled in securities matters (reasonably satisfactory to the Corporation) to the effect that the proposed sale, assignment or transfer may be made without registration under the 1933 Act, or an interpretive letter from Securities and Exchange Commission to the effect that no enforcement action will be taken if the securities are offered or sold without registration under the 1933 Act.
(e) The Company shall place the following legend (or any other appropriate legend) on each certificate or instrument representing any of the Common Stock: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and cannot be sold or otherwise transferred except pursuant to registration under said Act or in compliance with an exemption therefrom."
Replacement Shares. Any and all new or substituted shares, other securities or other property distributed with respect to the Shares as a result of any merger, consolidation or reorganization of the Company or any recapitalization, stock dividend, stock split-up, reclassification or other change declared or made in the capital structure of the Company; and