Share Consideration. (a) At the Closing, the Limited Partners other than those Limited Partners who vote against the Merger and affirmatively elect to receive notes (the "Note Option") will be allocated American Spectrum Common Shares (the "Share Consideration") in accordance with the final Prospectus/Consent Solicitation Statement included in the Registration Statement.
Share Consideration. Nation Energy Inc., a Wyoming corporation, has agreed to issue on December 17, 2015 600,000,000 of its common shares (the Share Consideration) to Paltar, and Paltar has agreed to certain restrictions on the transfer of such shares, under the terms of the Third Amended and Restated Letter Agreement, dated 30 August 2015 between Nation Energy Inc. and Paltar (the Letter Agreement), in the event that an Exchange Transaction (as defined in the Letter Agreement) has not been consummated on or before December 16, 2015.
Share Consideration. Within seven days after delivery to Nation Wyoming of Paltar’s audited financial statements for the three most recent fiscal years, together with such additional fiscal period financial statements as may be required for reporting by Nation Wyoming under applicable regulations of the United States Securities and Exchange Commission, Nation Wyoming will issue 900 million of its common shares to Paltar, subject to the same restrictions on the transfer of such shares as set forth in the third restated letter agreement dated 30 August 2015, as subsequently amended. Such shares reflect the total share consideration due under all seven earning agreements referred to in clause 2.1; the portion allocated to this Agreement (the “Share Consideration”) is 128,571,430 shares. The allocated portion comprises 85,714,285 shares previously promised and accounted for as consideration for the Original Earning Agreement and 42,857,145 shares as consideration for the new rights being granted in the remaining Blocks in the Permit Area.
Share Consideration. As additional consideration for the License and the performance of InNexus' obligations under this Agreement, upon performance by InNexus of its obligations under section 3.1 of this Agreement, Beglend will issue to InNexus, as fully paid and non-assessable, 1,600,000 common shares without nominal or par value in the capital of Beglend (the "Beglend License Shares"); provided that if by such time Beglend has completed the contemplated assignment of the License and Beglend's rights and obligations under this Agreement to BioKinetix, Beglend (or Bio Kinetix, as the case may be) will have the right to substitute (or, if the Beglend License Shares have already been issued, arrange for the exchange of the Beglend License Shares for) 1,600,000 common shares without nominal or par value in the capital of BioKinetix (the "BioKinetix License Shares"), all with the intent and result that upon completion of such assignment (or share exchange) (i) the following numbers of shares of BioKinetix will be owned by the following persons; (ii) BioKinetix will have assumed all of Beglend's rights and obligations hereunder as if BioKinetix were the original licensee hereunder; (iii) Beglend will have no further obligations to InNexus pursuant to this Agreement; and (iv) InNexus will not own any shares of Beglend: Name Number of BioKinetix Shares Percentage InNexus 1,600,000 10.00% Xxxx Xxxx 1,000,000 6.25% Xxxxx Xxxxx 1,000,000 6.25% Xxxxx Xxxxxxx 1,000,000 6.25% Beglend 9,800,000 71.25% and it is hereby acknowledged and agreed that:
Share Consideration. CONVERSION OR CANCELLATION OF SHARES IN THE MERGER
Share Consideration. (a) In consideration for the agreements and acknowledgements of Tuscan and Sponsor hereunder, immediately prior to the consummation of a Triggering Event, XXX (or the surviving parent entity of Surf Air immediately prior to the consummation of the Triggering Event, or if no such entity, Surf Air, “Surf Parent”) shall issue to Tuscan 600,000 shares of Common Stock (or an equivalent number of shares of common equity of the Surf Parent, the “Termination Shares”). Notwithstanding anything herein to the contrary, if Surf Parent has not consummated a Triggering Event within three years from the Effective Date, this Section 3 shall cease to be of any further force or effect and Tuscan shall have no right to receive, and Surf Parent shall have no obligation to issue or pay, any Shares (as defined below) or any Cash Expense Reimbursement even if a Triggering Event is consummated after such date that is three years after the Effective Date. The Company shall use commercially reasonable efforts to include the Shares in the registration statement used in connection with the consummation of a Direct Listing, IPO or SPAC Transaction, as applicable, or any resale registration statement filed in connection with the consummation of any such transaction. For purposes hereof, a “
Share Consideration. The full portion of the Share Consideration shall be allocated to Global; and
Share Consideration. Assuming the approval of or authorization for the issuance of the Share Consideration by the Purchaser’s extraordinary shareholders’ meeting, on the Share Closing Date and subject to Section 2.3(d), the 14,331,037 Purchaser Shares will have been validly issued and, at the moment the Share Consideration is transferred by the Purchaser to the Seller in accordance with Section 2.3(c) above, (i) the Share Consideration will be validly owned by the Seller and (ii) no Encumbrance will exist with respect to the Share Consideration.
Share Consideration. The Share Consideration shall be, at the time of issuance, duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens and will not be issued in breach or violation of any preemptive rights or interests of any third parties. The Share Consideration will, upon its issuance, rank equally with and have the same voting rights, dividend rights and other entitlements as the other fully paid Buyer Ordinary Shares.
Share Consideration. Buyer shall issue the number of FM Ordinary Shares equal to the product of (i) 77,000,000 and (ii) 100%, or if the Offered Shares represent less than 100% of the outstanding Shares as of the Closing Date, the Sellers' Fraction (the "Share Consideration") at the Closing Date to the Selling Shareholders, based on the allocation thereof set forth on the Allocation Schedule.
