Stock Consideration. 2.3 Subsidiary............................................................10.4
Stock Consideration. (a) The Seller is receiving and will hold the Winc Preferred Shares solely for its own account and investment purposes and not with a view to resale or distribution thereof, in whole or in part, in violation of applicable federal or state securities Laws. The Seller does not have any agreement or arrangement, formal or informal, with any Person to sell or transfer all or any part of any of the Winc Preferred Shares and the Seller does not have any plans to enter into any such agreement or arrangement. The Seller is an “accredited investor” as defined in Regulation D under the Securities Act, and is able to bear the economic risk of holding the Winc Preferred Shares for an indefinite period, and, individually or with the Seller’s advisors, has knowledge and experience in financial and business matters such that the Seller is capable of evaluating the risks of the investment in the Winc Preferred Shares.
(b) The Seller understands and acknowledges that the Winc Preferred Shares have not been registered under the Securities Act or any applicable state securities Laws and the Seller understands that the issuance and sale of the Winc Preferred Shares is intended to be exempt from the registration requirements of the Securities Act, by virtue of Section 4(a)(2) thereof and/or Regulation D promulgated thereunder, based, in part, upon the representations, warranties, and agreements of the Seller contained in this Agreement.
(c) The Seller understands that no public market now exists for any of the Winc Preferred Shares and that no assurance have been made that a public market will ever exist for such securities.
(d) The Seller confirms that it has had the opportunity to ask questions of the officers and management employees of Winc and to acquire such additional material information about the business and financial condition of Winc as the Seller has requested, and all such material information has been received.
(e) The Seller understands and acknowledges that the certificates representing the Winc Preferred Shares, and any securities issued in respect of, or exchange for, the Winc Preferred Shares, may bear one or all of the following legends:
(i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE NOT BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATE...
Stock Consideration. The Seller acknowledges that the issuance of the shares in payment of the Stock Consideration has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and that such shares therefore may not be resold without compliance with the registration requirements of Securities Act or an applicable exemption therefrom. Such shares are being or will be acquired by the Seller solely for its own account and without a view to distribution within the meaning of the Securities Act. Except as provided in the Disclosure Schedule, none of the shares issued in payment of the Stock Consideration will be, directly or indirectly, offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of except in compliance with the Securities Act and the rules and regulations thereunder. Seller acknowledges that the certificates representing the shares to be issued to Seller in payment of the Stock Consideration shall bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE WERE NOT ISSUED IN A TRANSACTION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED HEREBY HAVE BEEN ACQUIRED WITHOUT A VIEW TO DISTRIBUTION WITHIN THE MEANING OF THE 1933 ACT AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS OR, IN THE OPINION OF COUNSEL TO THE ISSUER OR AN OPINION OF COUNSEL TO THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER, IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND SUCH LAWS.
Stock Consideration. With respect to each Foreign Contributor, on the Effective Date, in exchange for the contribution of shares of Company Common Stock to Xxxxxxx in the amounts and from the Foreign Contributors set forth in Schedule C, (A) Parent shall issue and deliver to each Foreign Contributor the number of shares of Parent Common Stock opposite such Foreign Contributor's name in the column titled "Shares of Parent Common Stock" in Schedule C (the "Stock Consideration" and, together with the Unit Consideration, the "Consideration"), and (B) in consideration of Parent issuing the Stock Consideration to each Foreign Contributor, Xxxxxxx shall issue to Parent the number of Units opposite Parent's name in the column titled "Units of Xxxxxxx" in Schedule B (the "Parent Units"), provided that the amounts set forth in Schedules B and C shall be updated prior to the Closing Time based off of the Parent Trading Price in a manner and in the amounts to be mutually agreed upon by Parent, Xxxxxxx, the Company and Founders LLC immediately prior to the Closing Time. For purposes of clarity, the amounts initially provided in Schedules B and C hereto as of the Agreement Date are provided for illustrative guidance only, setting forth the number of shares of Stock Consideration each Foreign Contributor would receive if the shares of Company Common Stock were issued as of the Agreement Date. The Stock Consideration received by each Foreign Contributor shall equal the number of shares of Parent Common Stock equal to the product of (a) the Exchange Ratio, multiplied by (b) the total number of shares of Company Common Stock held by such Foreign Contributor as of immediately prior to the Closing. Shares of Parent Common Stock issued directly to Key Employees or indirectly through one or more Persons for the benefit of Key Employees pursuant to this Section 1.1(b)(ii) shall be subject to the terms and restrictions of the Lockup Agreement, any other Transaction Agreements concerning the shares of Parent Common Stock and all applicable federal and state securities laws.
Stock Consideration. At the Closing, Purchaser will issue and deliver to Seller 28,193,900 shares of Private Stock (“Stock Consideration”), subject to adjustment as provided in Section 4(b) below.
Stock Consideration. The issuance of the Stock Consideration to the Seller has been duly authorized and, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable.
Stock Consideration. 9.12(m) Stockholder Approvals................................. 2.08
Stock Consideration. 1.4(d)(ii) Stock Election.................................................... 1.4(d)(ii) Stock Election Shares............................................. 1.4(d)(ii) Stock Issuance.................................................... 4.3(a) Subsidiary........................................................ 3.1(c) Surviving Corporation.............................................
Stock Consideration. Shares to be issued as Stock Consideration pursuant to this Agreement will be, upon issuance, duly authorized, validly issued, fully paid and non-assessable with no liability on the part of the holders thereof.
Stock Consideration a) In accordance with the Employment Agreement and in consideration of the waiver and release of claims set forth in Section 1 above, and in exchange for executing this Agreement, the Company agrees to issue to Executive 1,785,096 shares of the Company’s common stock (“Stock Consideration”), in exchange for the Outstanding Amount.
b) Furthermore, Executive agrees that the Stock Consideration issued pursuant to this Agreement will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws.
c) The Stock Consideration defined herein this Section 2 is hereby accepted by the Executive in full, fair and reasonable satisfaction of the Outstanding Amount.
