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.
(b) Buyer acknowledges that the Sold Shares may be resold only subject to the registration requirements of the Securities Act, or an exemption therefrom.
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. 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. 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).
1.2 The Sold Shares are not subject to any subscription right, lien, mortgage, pledge or encumbrance. Seller also undertakes that it will not grant or permit any such right or interest before Purchaser (or its nominee) is registered as the registered shareholder of the Sold Shares.
1.3 The Sold Shares constitute seventy percent (70%) issued share capital of the Company. The issuance of the Sold Shares is effective, and the payable share capital of the Sold Shares has been fully paid. On the Closing Date, Seller will deliver the paid share capital to Purchaser in cash or in any other form otherwise agreed upon by the Parties.
1.4 Unless the approval of the board of directors of the Company is required, sale and transfer of the Sold Shares is not subject to any consent or approval of any third party.
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.
Sold Shares. Sold Shares are those Shares owned by the Sellers as further described in Appendix 1.2 to this Agreement. References to shares (including the Sold Shares and the Shares) shall include, where relevant, quotas.
Sold Shares. Do you wish Parent to purchase shares of Common Stock that you currently own rather than receiving Merger Consideration (as defined in the Merger Agreement) in respect of such shares from the Company’s Paying Agent pursuant to the Merger Agreement? o Yes o No If yes, please indicate the shares you wish Parent to purchase in the grid below. YOU UNDERSTAND AND AGREE THAT (I) IN ORDER TO RECEIVE ANY SHARES IN THE SURVIVING CORPORATION AND/OR ANY CASH CONSIDERATION IN RESPECT OF SHARES SOLD TO PARENT PURSUANT TO THIS EXCHANGE AND PURCHASE AGREEMENT, YOU MUST SUBMIT ANY DOCUMENTATION APPLICABLE TO YOU AS SET FORTH IN SECTION 1.3 OF THIS EXCHANGE AND PURCHASE AGREEMENT AND (II) EXECUTION OF THIS AGREEMENT CONSTITUTES ASSENT TO THE CONSUMMATION OF THE MERGER AND CONSTITUTES A WAIVER BY THE UNDERSIGNED OF ANY APPRAISAL OR DISSENTERS’ RIGHTS WITH RESPECT TO ANY EXCHANGED SHARES AND SOLD SHARES UNDER THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE (“DGCL”) WHETHER OR NOT THE UNDERSIGNED HAS PREVIOUSLY MADE A WRITTEN DEMAND UPON THE COMPANY AND/OR OTHERWISE COMPLIED WITH THE APPRAISAL RIGHTS PROVISIONS OF THE DGCL.
Sold Shares. 9.4.1 The respective Sold Shares have been validly issued in compliance with all applicable laws.
9.4.2 The respective Sold Shares are fully paid up in cash. All contributions to the respective Sold Shares have been duly made in compliance with all applicable laws and have not been repaid or returned in any way. There are no obligations to make any further contributions to the respective Sold Shares.
9.4.3 The Sold Shares are not subject to any
(a) pledges, charges, encumbrances, statutory liens or third-party rights;
(b) seizures;
(c) trust arrangements, silent partnerships, sub-participations or similar arrangements;
(d) sale, disposal, option or transfer agreements or pre-emptive rights other than duly and validly waived under this Agreement;
(e) voting agreements which will not be terminated with effect as of the Closing Date;
(f) agreements obliging any Seller or any member of the Target Group to perform any of the measures specified in Sec. 9.4.3(a) to 9.4.3(e) above; or
(g) shareholders’ resolutions providing for their redemption or similar measures under any applicable laws.
Sold Shares. 1.1 The Sellers are the registered shareholders and beneficial owners of the Sold Shares and have obtained all necessary permissions and approvals to acquire, hold and sell the Sold Shares (including but not limited to the approvals of relevant commerce departments and foreign exchange management departments in case any of the Sellers’ ultimate owner(s) is a Chinese resident).
1.2 The Sold Shares are not subject to any right to buy, lien, mortgage, pledge and any other encumbrance, and the Sellers undertake not to give or allow the occurrence of any of the above interests before the Purchaser (or its nominee) is registered as the registered shareholder of the Sold Shares.
1.3 The Sold Shares account for seventy percent (70%) of the Company’s issued share capital. The issuance of the Sold Shares is valid while the payable share capital of the Sold Shares is fully paid up, and the Sellers will deliver such paid-up share capital to the Purchaser in cash or in any other form agreed upon by the Purchaser and the Sellers at the time of the Completion of Purchase.
1.4 Except where the approval of the Board of Directors of the Company is required, the sale and transfer of the Sold Shares are not subject to the consent of any third party.
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.
