SHARES TO BE DELIVERED. Shares delivered upon the exercise of the Option shall be authorized but unissued Shares or, if the Board of Directors so decides in its sole discretion, previously issued Shares acquired by the Company and held in treasury. No fractional Shares shall be delivered pursuant to the exercise of the Option.
SHARES TO BE DELIVERED. The Merger Shares to be issued with respect to previously outstanding Company Capital Stock when issued and delivered to Company Stockholders pursuant to this Agreement will be duly authorized, validly issued, fully paid and non-assessable shares of Common Stock of Purchaser. Upon delivery of the Merger Shares after the Closing, Company Stockholders will receive good and unencumbered title to the Merger Shares, free and clear of all liens, restrictions, charges, encumbrances and other security interests of any kind or nature whatsoever, except for restrictions existing under applicable securities laws regarding transferability of the Merger Shares, and except for any restrictions set forth on the legends of the stock certificates evidencing the Merger Shares.
SHARES TO BE DELIVERED. The Series D Preferred Stock that is being purchased by the Investor hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, (i) will be duly and validly issued, fully paid, and nonassessable, (ii) will not have been issued in violation of any preemptive rights, (iii) assuming the accuracy of the representations and warranties contained in Section 3 hereof, will be issued in accordance with the registration or qualification provisions of the Securities Act and any relevant state securities laws or pursuant to a valid exemption therefrom, and (iv) will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws. The Conversion Stock purchased pursuant to the terms of this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Certificate of Designations, will be duly and validly issued, fully paid, and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.
SHARES TO BE DELIVERED. Without otherwise limiting Dealer’s rights under any other provision of the Agreement, Dealer covenants that any Shares to be delivered by Dealer to Counterparty pursuant to this Confirmation will be purchased by Dealer or its affiliates (i) from the open market, (ii) from a person or entity that received such Shares upon conversion of Convertible Notes or (iii) from a person or entity that, at the time such person or entity is identified by Dealer for such purchase, already holds such Shares, and that represents to Dealer that it did not receive such Shares as a result of the “Maxeon spin-off” (as defined in the Offering Memorandum).
SHARES TO BE DELIVERED. By: ---------------------------------------- Name: -------------------------------------- Title: ------------------------------------- EXHIBIT B CONVERSION NOTICE (To be executed by the Holder in order to convert all or part of a Monthly Amount into Common Stock) [Name and Address of Holder] The undersigned hereby converts $_________ of the Monthly Amount due on [specify applicable Amortization Date] under the Secured Convertible Term Note issued by Xxxxxx Equipment, Inc. ("Xxxxxx Xxxxxxxxx") and Xxxxxx Ventures, Inc. dated as of February 28, 2005 by delivery of shares of Common Stock of Xxxxxx Equipment on and subject to the conditions set forth in Article III of such Note.
SHARES TO BE DELIVERED. The Merger Shares, when issued and delivered to the Stockholders pursuant to this Agreement, will be duly authorized, validly issued, fully paid and non-assessable shares of Common Stock of IMNET. Upon delivery to the Stockholders of the Merger Shares at the Closing and assuming that the Stockholders are receiving the Merger Shares in good faith without notice of any adverse claims, the Stockholders will receive good and unencumbered title to the Merger Shares, free and clear of all liens, restrictions, charges, encumbrances and other security interests of any kind or nature whatsoever, except for claims arising out of acts of or claims against the Stockholders, restrictions existing under applicable securities laws and the rights of IMNET and Newco under the Indemnity Escrow and Stock Pledge Agreement.
SHARES TO BE DELIVERED. The PRGX Shares, when issued and delivered to the Seller pursuant to this Agreement, will be duly authorized, validly issued, fully paid and non-assessable shares of Common Stock of PRGX, free of liens and encumbrances created by PRGX except as set forth in this Agreement.
SHARES TO BE DELIVERED. The shares of Parent Common Stock, when issued to the Sellers pursuant to this Agreement, will be duly authorized, validly issued, fully paid and non-assessable shares of common stock of the Parent, free of all Liens created by Parent except as set forth in this Agreement.
SHARES TO BE DELIVERED. The Acquisition Shares to be issued to Shareholder shall be reserved for issuance upon the execution of this Agreement and when issued and delivered to Shareholder pursuant to this Agreement will be duly authorized, validly issued, fully paid and nonassessable shares of voting common stock of Compass, and of the same class as the common stock of Compass which the other shareholders of Compass have received. Upon delivery of the Acquisition Shares, Shareholder will receive good and unencumbered title to the Acquisition Shares, free and clear of all liens, restrictions, charges, encumbrances, and other security interests of any kind or nature whatsoever, except for claims arising out of acts of or claims against such Shareholder, restrictions existing under applicable securities laws and the restrictions imposed hereby.
SHARES TO BE DELIVERED. 54 6.26 Accuracy of Securities Filings; Financial Statements......................54 6.27 Approvals.................................................................55 6.28
