Restricted Shares to be Issued Sample Clauses

Restricted Shares to be Issued. Each Shareholder understands and is aware that the issuance of Celtic Shares at the Effective Time will be made without registration under the Securities Act or under any state securities laws and that the Shares may not be sold or transferred without registration under the Securities Act and under applicable state securities laws or unless an exemption from such registration is available. Each Shareholder understands that the investment in the Celtic Shares is speculative and may remain so for an indefinite period and each Shareholder hereby represents that he is able to bear the economic risk of his investment in the Celtic Shares. All certificates evidencing the Celtic Shares shall bear appropriate restrictive legends in accordance with Section 2.6.
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Restricted Shares to be Issued. The Stockholders understand and are aware that the issuance of Acquiror shares hereunder is being made without registration under the Securities Act of 1933, as amended, (the "Act"), or any state securities laws and that the shares so issued may not be sold or transferred without registration under the Act and under applicable state securities laws, or unless an exemption from such registration is available. The Stockholders understand that the investment in the shares of Acquiror is speculative and may remain so for an indefinite period and acknowledge that the Stockholders are able to bear the economic risk of their investment in the shares of Acquiror. All certificates evidencing Acquiror's common stock to be issued to Stockholders shall bear appropriate restrictive legends.
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Restricted Shares to be Issued. JFJ and Crxxx xnderstand and are aware that the issuance of IEI's shares and the shares underlying the options hereunder is being made without registration under the Securities Act of 1933, as amended (the "Act"), or any state securities laws and that the shares so issued may not be sold or transferred without registration under the Act and under applicable state, securities laws, or unless an exemption from such registration is available. IEI agrees that, upon notification of a winding up of JFJ and the distribution of the IEI shares and options issued to JFJ under this agreement to the members of JFJ, IEI will file, on a best efforts basis, a registration statement with the Securities and Exchange Commission on behalf of those members of JFJ who would not be deemed to be "affiliates" of IEI, as that term is defined under the Act.
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Restricted Shares to be Issued. Each Stockholder understands and is aware that the issuance of Emerald Common Stock at the Effective Time will be made without registration under the Securities Act or under any state securities laws and that the Emerald Common Stock may not be sold or transferred without registration under the Securities Act and under applicable state securities laws or unless an exemption from such registration is available. Each Stockholder understands that the investment in the Emerald Common Stock is speculative and may remain so for an indefinite period and each Stockholder hereby represents that he is able to bear the economic risk of his investment in the Emerald Common Stock. All certificates evidencing the Emerald Shares shall bear appropriate restrictive legends in accordance with Section 2.6.
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Restricted Shares to be Issued. Seller understands and is aware that the issuance of the shares of Buyer's Common Stock hereunder is being made without registration under the Securities Act of 1933, as amended, (the "Act"), or any state securities laws and that the shares so issued may not be sold or transferred without registration under the Act and under applicable state securities laws, unless an exemption from such registration is available. Seller understands that the investment in the shares is speculative and may remain so for an indefinite period and acknowledge that Seller is able to bear the economic risk of its investment in the shares. All certificates evidencing such shares to be issued to Seller shall bear appropriate restrictive legends. Seller agrees to obtain investment representations as set forth in Exhibit 8.14 from any transferee of the aforementioned shares.
Sample 1
Restricted Shares to be Issued. The Stockholders understand and are aware that the issuance of Acquiror shares hereunder is being made without registration under the Securities Act of 1933, as amended, (the "Act"), or any state securities laws and that the shares so issued may not be sold or transferred without registration under the Act and under applicable state securities laws, or unless an exemption from such registration is available. The Stockholders understand that the investment in the shares of Acquiror is speculative and may remain so for an indefinite period and acknowledge that the Stockholders are able to bear the economic risk of their investment in the shares of Acquiror. All certificates evidencing Acquiror's common stock to be issued to Stockholders shall bear appropriate restrictive legends. [B] The Principal Stockholders of Acquiree (defined for purposes of this Agreement as all holders of more than 10% or more of Acquiree's common stock and all officers and directors of Acquiree) and Acquiree hereby represent and warrant that, effective this date and the Closing Date, the representations and warranties listed below are true and correct.
Sample 1
Restricted Shares to be Issued. The Stockholders understand and are aware that the issuance of Acquiror's shares hereunder is being made without registration under the Securities Act of 1933, as amended (the "Act") or any state Securities laws and that the shares so issued may not be sold or transferred without registration under the Act or unless an exemption from such registration is available. The Stockholders understand that the investment in the Shares of Acquiror is speculative and may remain so for an indefinite period and acknowledge that the Stockholders are able to bear the economic risk of their investment in the shares of Acquiror.
Sample 1
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Related to Restricted Shares to be Issued

  • SHARES TO BE ISSUED The number of full and fractional Acquiring Fund Shares to be issued in exchange for the Selling Fund’s assets shall be determined by multiplying the outstanding shares of the Selling Fund by the ratio computed by dividing the net asset value per share of the Selling Fund by the net asset value per share of the Acquiring Fund on the Valuation Date, determined in accordance with in paragraph 2.2.

  • New Purchase Options to Be Issued 4.1 Partial Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Option may be exercised or assigned in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Option for cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax, the Company shall cause to be delivered to the Holder without charge a new Purchase Option of like tenor to this Purchase Option in the name of the Holder evidencing the right of the Holder to purchase the number of Units purchasable hereunder as to which this Purchase Option has not been exercised or assigned.

  • Shares to be Issued Upon Reorganization The shares to be issued in connection with the Reorganization will be duly authorized and, at the time of the Closing, will be validly issued, fully paid and non-assessable.

  • No Fractional Shares To Be Issued The Company shall not be required to issue fractions of Shares upon exercise of this Warrant. If any fraction of a Share would, but for this Section, be issuable upon any exercise of this Warrant, in lieu of such fractional Share the Company shall pay to the Holder or Holders, as the case may be, in cash, an amount equal to the same fraction of the Fair Market Value per share of outstanding Shares on the Business Day immediately prior to the date of such exercise.

  • Purchase and Sale of Preferred Shares and Warrants 1.1.1. On or prior to the Initial Closing, as hereinafter defined, the Company shall adopt and file the Certificate of Designation with the Secretary of State of the State of Delaware and authorize, execute and deliver the Warrant Agreement.

  • Purchase of Option Shares Subject to all the terms and conditions of this Agreement, the Company grants to the Representative on behalf of the Underwriters the Option to purchase, severally and not jointly, all or less than all of the Option Shares. The purchase price (net of discount and commissions) to be paid for each Option Share will be the same Purchase Price (net of discount and commissions) allocated to each Firm Share. The Option may be exercised in whole or in part at any time and from time to time on or before the 45th day after the date of this Agreement, upon written notice (the “Option Notice”) by the Representative to the Company no later than 12:00 noon, New York City time, at least one and no more than five business days before the date specified for closing in the Option Notice (the “Option Closing Date”) setting forth the aggregate number of Firm Shares to be purchased and the time and date for such purchase. Upon exercise of the Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Firm Shares specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares that, together with the number of Firm Shares, is set forth on Schedule A opposite such Underwriter’s name. For purposes of this Agreement, “business day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

  • Purchase of the Units (a) The Company agrees to issue and sell the Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per Unit of $9.80 (the “Purchase Price”) from the Company the respective number of Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto.

  • Purchase and Sale of Preferred Shares Upon the following terms and conditions, CDRD shall issue and sell to each Investor severally, and each Investor severally shall purchase from CDRD, the number of First Closing Shares and up to the number of Second Closing Shares indicated next to such Investor's name on Schedule I attached to this Agreement."

  • Conditions to Purchase of Option Shares In the event that the Underwriters exercise their option provided in Section 3(b) hereof to purchase all or any portion of the Option Shares, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representative shall have received:

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