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 128,571,425 shares. The allocated portion comprises 85,714,285 shares previously promised and accounted for as consideration for the Original Earning Agreement and 42,857,140 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 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:
(a) all Beglend License Shares and all BioKinetix License Shares will be subject to such restrictions on transfer and resale as may be prescribed by applicable laws and regulatory agencies, and will be legended accordingly;
(b) Beglend is hereby irrevocably nominated, constituted and appointed as the lawful attorney of InNexus for the sole and limited purpose of doing such acts and things and executing and delivering such documents and instruments as may be required to effect any exchange of Beglend License Shares for BioKinetix License Shares pursuant to this section; and
(c) Beglend and/or BioKinetix shall have the right to raise money through the issue of debt and/or equity securities to arm's length third parties for valuable consideration without the consent of InNexus so long as all of the aforementioned persons are diluted ratably; and InNexus hereby irrevocably waives any and all pre-emptive rights it might otherwise have at law or in equity respecting the issue of any such sec...
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.
(b) Prior to the Effective Time, if American Spectrum splits or combines American Spectrum Common Shares, or pays a stock dividend or other stock distribution in American Spectrum Common Shares, or in rights or securities exchangeable or convertible into or exercisable for American Spectrum Common Shares, or otherwise changes the American Spectrum Common Shares into, or exchanges the American Spectrum Common Shares for, any other securities (whether pursuant to or as part of a merger, consolidation, acquisition of property or stock, separation, reorganization, or liquidation of American Spectrum as a result of which American Spectrum stockholders receive cash, stock, or other property in exchange for, or in connection with, their American Spectrum Common Shares (a "Business Combination") or otherwise)), then the American Spectrum Common Shares to be received by the Limited Partners of the Merging Entity will be appropriately adjusted to reflect such event.
(c) At the Effective Time, by virtue of the Merger and without any action by holders thereof, all of the American Spectrum Common Shares issued and outstanding prior to the Effective Time shall remain issued and outstanding.
Share Consideration. The full portion of the Share Consideration shall be allocated to Global; and
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 “Triggering Event” shall mean the consummation of any of the following (a) a direct listing of shares of common stock of XXX, par value $0.0001 per share (or the common equity of the Surf Parent, the “Common Stock”), for trading on a nationally recognized stock exchange (such national exchange on which the Common Stock is initially listed, the “National Exchange”) and registration pursuant to Section 12(b) of the Exchange Act (as defined in the Agreement) (a “Direct Listing”); (b) an initial public offering of shares of Common Stock for trading on a National Exchange and registration pursuant to Section 12(b) of the Exchange Act (an “IPO”); (c) a business combination involving a special purpose acquisition company and Surf Air or Surf Parent (a “SPAC Transaction”); or (d) any (i) share exchange, share purchase, consolidation, merger, reorganization or other business combination of Surf Air or Surf Parent, (ii) sale or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of Surf Air or Surf Parent and its subsidiaries, taken as a whole, to any person or entity other than one of Surf Air’s direct or indirect subsidiaries; provided, ...
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.
(b) Prior to the Effective Time, if American Spectrum splits or combines American Spectrum Common Shares, or pays a stock dividend or other stock distribution in American Spectrum Common Shares, or in rights or securities exchangeable or convertible into or exercisable for American Spectrum Common Shares, or otherwise changes the American
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 Contract. Assuming the accuracy of Seller Parent’s representations and warranties set forth in Section 4.23, the issuance of the Share Consideration in accordance with the terms set forth in the Agreement is exempt from registration under the Securities Act and otherwise issued in compliance with all Laws.
Share Consideration. As partial consideration for the sale of the Seller Shares by the Selling Shareholders to Purchaser, Purchaser shall allot and issue the Purchaser Shares to the Selling Shareholders in the amount set out opposite each Selling Shareholder's name in Schedule 1 on the basis of 40,000 Purchaser Shares for each Seller Share held by each Selling Shareholder. The Selling Shareholders acknowledge and agree that the Purchaser Shares are being issued pursuant to an exemption from the prospectus and registration requirements of the Securities Act. As required by applicable securities law, the Selling Shareholders agree to abide by all applicable resale restrictions and hold periods imposed by all applicable securities legislation. All certificates representing the Purchaser Shares issued on Closing will be endorsed with one of the following legend pursuant to the Securities Act in order to reflect the fact that the Purchaser Shares will be issued to the Selling Shareholders pursuant to an exemption from the registration requirements of the Securities Act: For Selling Shareholders not resident in the United States: "THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT." For Selling Shareholders resident in the United States: "NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES...
