Sold Shares. (a) Buyer acknowledges that this Agreement is made with Buyer in reliance upon Buyer’s representation to Sellers that the Sold Shares will be acquired for investment for Buyer’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that Buyer has no present intention of selling, granting any participation in, or otherwise distributing the same.
Sold Shares. (A) Sell, Transfer, pledge, dispose of, encumber or otherwise subject to any Lien any Equity Interests in Spherix or any Sold Shares Document, take any action in furtherance of (or fail to vote against) any split, combination, reclassification, conversion, redemption, or repurchase of any Equity Interest in Spherix, or cause or permit (or fail to vote against) any amendment to the Charter Documents of Spherix or the rights of any holder of the Equity Interests in Spherix held by Rockstar LP, except in the event of the exercise by Spherix of the Spherix Option or the redemption by Spherix of Spherix Equity Interests in accordance with their terms, or (B) terminate or waive any right relating to the Sold Shares or under any Sold Shares Document;
Sold Shares. 1.1 Seller is the registered shareholder and beneficial owner of the Sold Shares, and has obtained all necessary consents and approvals for acquiring, holding and selling the Sold Shares, including but not limited to the approvals of the commerce authorities and foreign exchange administrative authorities, if any ultimate owner of Seller is a Chinese resident).
Sold Shares. EMP’s registered share capital amounts to an aggregate amount equal to EUR 5,630,760 and is divided into thirteen (13) shares as further set out in Exhibit 2.1.3. The Seller holds the shares in EMP with the consecutive numbers (laufende Nummern) No. 1.1, No. 2.1 and No. 3 to (and including) No. 9 and with an aggregate nominal amount equal to EUR 4,391,992 (the “EMP Shares”). MIG’s registered share capital amounts to EUR 973,200 and is divided into 973,200 shares with the consecutive numbers (laufende Nummern) No. 1 to No. 973,200 with a nominal amount equal to EUR 1 each of which is held by the Seller (the “MIG Shares”). Large Belgium’s share capital is divided into 750 shares. The Seller holds two (2) shares in Large Belgium (the “Belgian Shares”). The EMP Shares, the MIG Shares and the Belgian Shares are hereinafter collectively referred to as the “Sold Shares”.
Sold Shares. The Sold Shares constitute as of the Closing Date 70% of Mediton’s issued and outstanding share capital and voting rights and 70% of Medishur’s issued and outstanding share capital and voting rights, on a Fully Diluted basis, and are validly issued and fully paid up.
Sold Shares. 9.4.1 The respective Sold Shares have been validly issued in compliance with all applicable laws.
Sold Shares. The registered share capital of the Company amounts to EUR 100,000 and is held as follows:
Sold Shares. Sold Shares shall mean exclusively the shares held by Seller in its following subsidiaries:
Sold Shares. In addition, the Company shall indemnify and save and hold harmless such Purchaser from and against any and all loss, liability, damage, cost and expense (collectively, the "Loss") resulting from the foregoing, it being understood that such Loss shall take into account (i) whether or not the Company subsequently delivers the requisite Warrant Shares and if delivered, the date on which same are delivered to such Purchaser, and (ii) any amount previously paid by the Company to such Purchaser under this Section 7.5(a) in respect of the failure to deliver such requisite Warrant Shares.
Sold Shares. In addition, the Company shall indemnify and save and hold harmless such Purchaser from and against any and all Loss resulting from the foregoing, it being understood that such Loss shall take into account (i) whether or not the Company subsequently delivers the requisite unlegended certificates representing Purchased Shares and/or Warrant Shares, as the case may be, and if delivered, the date on which same are delivered to such Purchaser, and (ii) any amount previously paid by the Company to such Purchaser under this Section 7.5(b) in respect of the failure to deliver such unlegended certificates representing Purchased Shares and/or Warrant Shares, as the case may be.
