Status of Shares to be Issued Sample Clauses

Status of Shares to be Issued. Each Shareholder agrees, acknowledges and confirms that he or it has been advised and understands as follows: (i) Shareholder is acquiring the shares of the Buyer Stock to be issued to him or it and all the Option Shares for his or its own account and without a view to any distribution or resale thereof, other than a distribution or resale which, in the opinion of counsel for such Shareholder (which opinion shall be satisfactory in form and substance to the Buyer and its counsel), may be made without violating the registration provisions of the Securities Act, Regulation S under the Securities Act or any applicable blue sky laws. Shareholder acknowledges that the shares of the Buyer Stock and the Option Shares are "restricted securities" within the meaning of Rule 144 under the Securities Act and have not been registered under the Securities Act or any state securities laws and therefore must be held indefinitely unless they are subsequently sold in accordance with the provisions of Regulation S and Rule 144, registered under the Securities Act or an exemption from such registration is available. In addition, Shareholder agrees not to engage in hedging transactions with respect to the Buyer Stock or the Option Shares prior to the expiration of the distribution compliance period unless in compliance with the Securities Act. (ii) There shall be endorsed on the certificates evidencing the shares of the Buyer Stock delivered at Closing and on the certificates evidencing the Option Shares a legend substantially similar to the following: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR UNDER ANY STATE SECURITIES LAWS, AND SUCH SHARES MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNLESS SUCH OFFER, SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND LAWS OR ANY EXEMPTION WHICH IS AVAILABLE WITH RESPECT THERETO (SUCH EXEMPTION TO BE SUPPORTED BY AN OPINION OF COUNSEL TO THE SHAREHOLDERS, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE BUYER AND ITS COUNSEL); HEDGING TRANSACTIONS INVOLVING SUCH SHARES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH SUCH ACT." (iii) The above restrictions on the transfer of the shares of the Buyer Stock and the Option Shares will also apply to any and all shares of capital stock or other securities issued or otherwise acquired with respect to such shares, including, without limitation, shares and securities issued or acquired as a result...
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Status of Shares to be Issued. Each Shareholder agrees, acknowledges and confirms that he or she has been advised and understands as follows:
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Status of Shares to be Issued. All issued Shares of capital stock of GKIS are, and upon issuance to KIMMONS in accordance with the terms of this agreement, the Shares will also be duly authorized, validly issued and fully-paid and non-assessable. The Shares to be issued by GKIS hereunder are, and will be when issued, free and clear of all encumbrances, except as set out in this agreement.
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Status of Shares to be Issued. All of the Conversion Shares shall, upon issuance, be validly issued, fully paid, non-assessable, and free of any preemptive rights created by the Borrower.
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Status of Shares to be Issued. All issued shares of capital stock of GKIS are, and upon issuance to CANION in accordance with the terms of this Agreement, the Sharxx xxxl also be, duly authorized, validly issued and fully-paid and non-assessable. The Shares to be issued by GKIS hereunder are, and will be when issued, free and clear of all encumbrances, except as set out in this agreement.
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Status of Shares to be Issued. Each Shareholder agrees, acknowledges and confirms that he or she has been advised and understands as follows: 13.2.1 Shareholder is acquiring the shares of Buyer Stock to be issued to him or her for his or her own account and without a view to any distribution or resale thereof, other than a distribution or resale which, may be made without violating the registration provisions of the Securities Act of 1933, as amended (the "1933 Act") or any applicable blue sky laws. Shareholder acknowledges that the shares of Buyer Stock are as of the Closing Date "restricted securities" within the meaning of Rule 144 under the 1933 Act and have not been as of the Closing Date registered under the 1933 Act or any state securities laws and thereafter must be held until they are registered by Buyer, at Buyer's sole cost, under the 1933 Act and certain state securities acts or an exemption from such registration is available. Shareholder and Buyer acknowledge that Buyer will, as soon as practicable following the execution of this Agreement by all parties, register the stock for resale under the 1933 Act in accordance with the terms of the Registration Rights Agreement. In the event Buyer has not obtained an Effective Registration within ninety (90) days following Closing, Shareholder shall have the right to cause Buyer to re-purchase the stock not held pursuant to Section 12 at the greater of (i) the closing price of the stock on the ninetieth (90th) day following the Closing Date or (ii) the Buyer Stock Valuation Price (adjusted for capital changes such as stock splits, if any, subsequent to the Closing). Notwithstanding the foregoing, provided that Buyer has acted diligently to prepare and file the required registration statement within sixty (60) days following the Closing of the Purchase Agreement, the deadline for the effectiveness of said registration statement shall be extended for a period of thirty (30) days provided that Buyer continues at all times following the filing of the registration statement to act diligently in response to SEC comments and requests for additional information. Buyer shall be obligated to obtain an Effective Registration of the Buyer Stock held pursuant to Section 12 on the date that any such Buyer Stock is to be released to Shareholder and in the event Buyer has not obtained an Effective Registration on any such release date, Buyer must re-purchase the stock at the greater of the (i) Buyer Stock Valuation Price (adjusted for capital chang...
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Status of Shares to be Issued. All issued shares of capital stock of GKIS are, and upon issuance to DeJoria in accordance with the terms of this Agreement, the Shares will also be, duly authorized, validly issued and fully-paid and non-assessable. The Shares to be issued by GKIS hereunder are, and will be when issued, free and clear of all encumbrances, except as set out in this agreement.
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Status of Shares to be Issued. Each Shareholder agrees, acknowledges and confirms that he or she has been advised and understands as follows: i. Shareholder is acquiring the shares of Buyer Stock to be issued to him or her for his or her own account and without a view to any distribution or resale thereof, other than a distribution or resale which, in the opinion of counsel for such Shareholder (which opinion shall be satisfactory in form and substance to Buyer), may be made without violating the registration provisions of the Securities Act of 1933, as amended (the "1933 Act") or any applicable blue sky laws. Shareholder acknowledges that the shares of Buyer Stock are "restricted securities" within the meaning of Rule 144 under the 1933 Act and have not been registered under the 1933 Act or any state securities laws and thereafter must be held indefinitely unless they are subsequently registered under the 1933 Act or an exemption from such registration is available. Buyer is under no obligation to register the shares of Buyer Stock under the 1933 Act or any state securities law or to take any action which would make available an exemption from such registration; ii. There shall be endorsed on the certificates evidencing the shares of Buyer Stock delivered at Closing a legend substantially similar to the following: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND ARE "RESTRICTED SECURITIES" AS DEFINED BY RULE 144 UNDER THE Exhibit 2.3
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Related to Status of Shares to be Issued

  • 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 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.

  • 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.

  • No Fractional Shares to Be Issued The Company shall not be required to issue fractions of Shares upon exercise of this Warrant. If any fraction of a Share would, but for this Section, be issuable upon any exercise of this Warrant, in lieu of such fractional Share the Company shall pay to the Holder or Holders, as the case may be, in cash, an amount equal to the same fraction of the Fair Market Value per share of outstanding Shares on the Business Day immediately prior to the date of such exercise.

  • Purchase and Sale of Preferred Stock 1.1 Sale and Issuance of Series A Preferred Stock. --------------------------------------------- (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Closing (as defined below) the Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit ------- B (the "Restated Certificate"). - -------------------- (b) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to each Purchaser at the Closing that number of shares of Series A Preferred Stock set forth opposite each such Purchaser's name on Exhibit A --------- attached hereto at a purchase price of $0.609 per share. The shares of Series A Preferred Stock issued to the Purchaser pursuant to this Agreement shall be hereinafter referred to as the "Stock." -----

  • Purchase and Sale of Preferred Shares (a) Subject to the terms and the conditions set forth herein, and in reliance upon the representations and warranties of the Company and the First Closing Investors set forth herein or in any certificate or other document delivered pursuant hereto, the Company issued, sold and delivered to each First Closing Investor, free and clear of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), and each First Closing Investor purchased at the First Closing, the number of Series A Preferred Shares set opposite such First Closing Investor’s name in the column labeled “Series A Preferred Shares purchased at the First Closing” on Appendix I-A from the Company at a purchase price of $3.7999696 per share. (b) Subject to the terms and the conditions set forth herein, and in reliance upon the representations and warranties of the Company and the Second Closing Investors set forth herein or in any certificate or other document delivered pursuant hereto, the Company shall issue, sell and deliver to each Second Closing Investor, free and clear of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), and each Second Closing Investor shall purchase at the Second Closing, the number of Series B Units set opposite such Second Closing Investor’s name in the column labeled “Series B Units to be purchased at the Second Closing” on Appendix I-B from the Company at a purchase price of $3.00 per Series B Unit, subject to the limitation set forth in Section 2.5 with respect to the Debenture Holder Investors. The Series B Preferred Shares shall accrue dividends from the date of issuance.

  • Purchase and Sale of Shares Closing Subject to the terms and conditions of this Agreement, the Company agrees to sell to Purchaser at the Closing, and Purchaser agrees to purchase from the Company at the Closing, 10,000,000 shares of Common Stock (the “Shares”), at a price per share of $6.00 (the “Purchase Price”). Subject to the satisfaction or waiver of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur on the date hereof at the offices of Xxxxxxxx & Xxxxxxxx or such other location as the parties shall mutually agree.

  • Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.

  • Purchase and Sale of Shares 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.

  • Purchase and Sale of Common Stock Subject to the terms and conditions set forth herein, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of Ten Million dollars ($10,000,000).

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