Shares to be Exchanged Sample Clauses

Shares to be Exchanged. When issued in accordance with the terms of this Agreement, the shares of Common Stock to be exchanged for the Common Units will be duly authorized, validly issued and non-assessable shares of the Common Stock. The Common Stock to be issued upon exercise of the Common Stock Options, if and when exercised, will be duly authorized, validly issued and non-assessable shares of Common Stock.
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Shares to be Exchanged. Subject to the terms and conditions in this Agreement, at the Closing the companies will exchange approximately $100,000 worth of common stock.
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Shares to be Exchanged. If any Exchangeable Preferred Stock is to be Exchanged, then, at the Close of Business on the Exchange Date for such Exchange (unless there occurs a default in the delivery of the Exchange Consideration due pursuant to Section 10 upon such Exchange): (1) such Exchangeable Preferred Stock will be deemed to cease to be outstanding (without limiting the Company’s obligations pursuant to Section 5(c)); and (2) the rights of the Holders of such Exchangeable Preferred Stock, as such, will terminate with respect to such Exchangeable Preferred Stock, other than the right to receive such Exchange Consideration as provided in Section 10 and, if applicable, Section 15 (and, if applicable, declared Dividends as provided in Section 5(c)).
Sample 1
Shares to be Exchanged. (a) At the Closing, the Selling Shareholders shall transfer to the Purchaser certificates for the number of shares of the common stock of the Private Company (the "Private Company Shares") described in Schedule "A", attached hereto and incorporated herein, which in the aggregate shall represent all of the issued and outstanding Private Company Shares. Following said transfer, the Private Company shall become a wholly-owned subsidiary of the Purchaser. (b) In exchange for the transfer of the Private Company Shares, the Purchaser shall, at the Closing and contemporaneously with such transfer of the Private Company Shares to it by the Selling Shareholders. issue and deliver to the Selling Shareholders Eight Hundred Thousand (800,000) shares of Series "A" Convertible Preferred Stock of the Purchaser (the "Preferred Shares"), in the manner set forth on Schedule "A" hereof: (c) The Preferred Shares shall be convertible into shares of common stock of the Purchaser (the "Common Stock"), as allows: At the time of conversion, the Current Market Price of the Common Stock, as defined below, shall be divided into the sum of $1,600,000. The resulting number shall determine the number of shares of Common Stock that the Selling Shareholders shall receive in total.
Sample 1
Shares to be Exchanged. Subject to Section 1.3 hereof, at Closing (as hereafter defined), all outstanding ordinary shares of Seller (the "SELLER ORDINARY SHARES") together with all rights of the Shareholders (including rights to principal, accrued interest and other sums owed) under and in respect of the promissory note dated May 15 , 1997 in the principal amount of NZ$766,233.10 issued by Seller in favour of the Shareholders (the "NOTE") shall be transferred to Merger Sub in exchange for an aggregate of 77,400 shares (the "SHARES") of common stock, par value $0.01 per share, of Parent (the "PARENT COMMON STOCK") which shall be issued to the Shareholders in equal proportions in accordance with this Agreement. No fractional shares of Parent Common Stock will be issued, and fractional shares to which each Shareholder would otherwise be entitled will be disregarded. The Shares to be issued to the Shareholders pursuant to this Section 1.1 shall be allocated on the basis that the number of Shares to be allocated to each of the Shareholders as consideration for the purchase of the Note shall be determined in accordance with the following formula and one-half of the balance of the Shares shall be allocated to each Shareholder as consideration for the exchange of such Shareholder's Seller ordinary shares: A = NZ$766,283.10 /(B x C) ------------- 2 where: A = the number of the Shares to be allocated to a Shareholder as consideration for the purchase of the Note; B = the Market Price of the Shares to be issued to the Shareholders pursuant to this Section 1.1; C = the arithmetic mean of the telegraphic transfer New Zealand dollar (against US dollar) selling rate and the telegraphic transfer New Zealand dollar (against US dollar) buying rate quoted by the Bank of New Zealand, Head Office, Wellington at 9.00am New Zealand time on each of the five business days immediately preceding the Closing Date.
Sample 1
Shares to be Exchanged. At the Closing and upon the terms and subject to the conditions of this Agreement, and upon the representations, warranties and covenants herein made, Shareholders agree to assign, transfer, convey and deliver to Xxxx Delaware the Xxxx Virginia Shares, and Xxxx Delaware agrees to assign, transfer, convey and deliver to the Shareholders, pro rata with the ownership of the Xxxx Virginia Shares, the Xxxx Delaware Shares, all such shares being free and clear of all liens, pledges, security interests, options, claims, charges and encumbrances of any kind whatsoever, together with all rights now and hereafter attaching thereto.
Sample 1

Related to Shares to be Exchanged

  • 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 Fully Paid All Warrant Shares will, upon issuance in accordance with the terms of this Warrant, be validly issued, fully paid, and nonassessable and free from all taxes, liens, and charges with respect to the issue thereof.

  • New Purchase Warrants to Be Issued Partial Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant 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 Warrant for cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax if exercised pursuant to Section 2.1 hereto, the Company shall cause to be delivered to the Holder without charge a new Purchase Warrant of like tenor to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of Warrant Shares purchasable hereunder as to which this Purchase Warrant has not been exercised or assigned.

  • Shares to Be Reserved The Company shall at all times during the term of the Option reserve and keep available such number of shares of stock as will be sufficient to satisfy the requirements of this Agreement.

  • Adjustment of Number of Warrant Shares and Exercise Price The number and kind of Warrant Shares purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:

  • Listing of Warrant Shares Company shall have submitted an application for the listing of the Warrant Shares on the Exchange, and such application and listing shall have been approved by the Exchange, subject only to official notice of issuance, in each case, on or prior to the Premium Payment Date. Company agrees and acknowledges that such submission and approval shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.

  • Purchase Warrants The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●] shares of Common Stock (which is equal to an aggregate of 4% of the Firm Shares sold in the Offering), for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one (1) year after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●], which is equal to 125% of the public offering price of each Firm Share. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

  • Adjustment of Number of Warrant Shares Issuable Upon Exercise of a Warrant and Adjustment of Exercise Price.

  • Reserved Shares; Valid Issuance The Company covenants that it will at all times from and after the date hereof reserve and keep available such number of its authorized shares of Common Stock, free from all preemptive or similar rights therein, as will be sufficient to permit the exercise of this Warrant in full. The Company further covenants that such shares as may be issued pursuant to the exercise of this Warrant will, upon issuance, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof.

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