Stock Position. (i) In consideration of the benefits provided to the Company hereby, Company shall issue and deliver to Seller, such fully paid, non-assessable restricted shares of the Company's common stock equal to a three percent (3%) post Vend-in of I.P. ownership interest in the Company (the Position"). The Position shall be based on the capital structure of the Company post Vend-in of I.P. (taking into account any and all shares issued relating to the Vend-in of I.P., initial contracts, and initial acquisition of any assets), post reverse stock split (if any), post initial financing, and after any other initial issuance of stock (including issuance to the Company's directors and/or officers). Buyer shall take all steps necessary to fully effectuate the provisions of this Section 3. (ii) Certificate evidencing the Position shall be issued and delivered to the Seller immediately following the actions anticipated by Section 3(e)(i) herein (the "Actions"), but in no case later than eleven (11) months following the Effective Date hereof. In the event that all Actions have not been completed by the eleventh month anniversary of this Agreement, Seller shall transfer to Buyer shares comprising the Position on that date and shall issue additional shares as necessary following completion of the Actions. (iii) The Shareholder Resolution whereby the majority of the shareholders of the Company agree to the issuance of the Position. (iv) The effective date of all Shares transferred pursuant to this Section 3 shall be the Effective Date of this Agreement and shall be memorialized on the face of the certificates evidencing such shares.
Appears in 3 contracts
Samples: Common Stock Purchase Agreement (Exmovere Holdings, Inc.), Common Stock Purchase Agreement (Exmovere Holdings, Inc.), Common Stock Purchase Agreement (Exmovere Holdings, Inc.)
Stock Position. (i) In consideration of the benefits provided to the Company hereby, Company shall issue and deliver to Seller, such fully paid, non-assessable restricted shares of the Company's ’s common stock equal to a three five percent (35%) post Vend-Merger (as defined in of I.P. Section 15 herein) ownership interest in the Company (the “Position"”). The Position shall be based on the capital structure of the Company post Vend-in of I.P. Merger (taking into account any and all shares issued relating to the Vend-in of I.P.Merger, initial contracts, and initial acquisition of any assets), post reverse stock split (if any), post initial financingfinancing (whether that initial financing be a single round or in multiple tranches over a period of time), and after any other initial issuance of stock (including issuance to the Company's ’s directors and/or officers). Buyer shall take all steps necessary to fully effectuate the provisions of this Section 3.
(ii) Certificate Certificate(s) evidencing the Position shall be issued and delivered to the Seller immediately following the actions anticipated by Section 3(e)(i) herein (the "“Actions"”), but in no case later than eleven (11) months following the Effective Date hereof. In the event that all Actions have not been completed by the eleventh month anniversary of this Agreement, Seller shall transfer to Buyer shares comprising the Position on that date and shall issue additional shares as necessary following completion of the Actions.
(iii) The Shareholder Resolution whereby the majority of the shareholders of the Company agree to the issuance of the Position.
(iv) The effective date of all Shares transferred pursuant to this Section 3 shall be the Effective Date of this Agreement and shall be memorialized on the face of the certificates evidencing such shares.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Blue Gem Enterprise), Common Stock Purchase Agreement (Blue Gem Enterprise)
Stock Position. (i) In consideration of the benefits provided to the Company hereby, Company shall issue and deliver to Seller, such fully paid, non-assessable restricted shares of the Company's ’s common stock equal to a three five percent (35.00%) post Vend-Merger (as defined in of I.P. Section 9 herein) ownership interest in the Company (the “Position"”). The Position shall be based on the capital structure of the Company post Vend-in of I.P. Merger (taking into account any and all shares issued relating to the Vend-in of I.P.Merger, initial contracts, and initial acquisition of any assets), post reverse stock split (if any), post initial financingfinancing (whether that initial financing be a single round or in multiple tranches over a period of time), and after any other initial issuance of stock (including issuance to the Company's ’s directors and/or officers), provided such subsequent issuances, when viewed as a whole, are part of the Merger transaction. Buyer shall take all steps necessary to fully effectuate the provisions of this Section 3.
(ii) Certificate Certificate(s) evidencing the Position shall be issued and delivered to the Seller immediately following the actions anticipated by Section 3(e)(i3(c)(i) herein (the "“Actions"”), but in no case later than eleven (11) months following the Effective Date hereof. In the event that all Actions have not been completed by the eleventh month anniversary of this Agreement, Seller shall transfer to Buyer shares comprising the Position on that date and shall issue additional shares as necessary following completion of the Actions.
(iii) The Shareholder Resolution whereby Parties acknowledge that the majority Seller is accepting the Position as consideration for entering into this Agreement and undertaking the risk of taking equity as consideration as of the shareholders effective date of this Agreement, therefore the Company agree to the issuance of the Position.
(iv) The effective date of all Shares transferred pursuant to this Section 3 shall be the Effective Date of this Agreement and shall be memorialized on the face of the certificates evidencing such shares.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Cienega Creek Holdings, Inc.)
Stock Position. (i) In consideration of the benefits provided to the Company hereby, Company shall issue and deliver to Seller, such fully paid, non-assessable restricted shares of the Company's ’s common stock equal to a three ten percent (310.00%) post Vend-Merger (as defined in of I.P. Section 9 herein) ownership interest in the Company (the “Position"”). The Position shall be based on the capital structure of the Company post Vend-in of I.P. Merger (taking into account any and all shares issued relating to the Vend-in of I.P.Merger, initial contracts, and initial acquisition of any assets), post reverse stock split (if any), post initial financingfinancing (whether that initial financing be a single round or in multiple tranches over a period of time), and after any other initial issuance of stock (including issuance to the Company's ’s directors and/or officers), provided such subsequent issuances, when viewed as a whole, are part of the Merger transaction. Buyer shall take all steps necessary to fully effectuate the provisions of this Section 3.
(ii) Certificate Certificate(s) evidencing the Position shall be issued and delivered to the Seller immediately following the actions anticipated by Section 3(e)(i3(c)(i) herein (the "“Actions"”), but in no case later than eleven (11) months following the Effective Date hereof. In the event that all Actions have not been completed by the eleventh month anniversary of this Agreement, Seller shall transfer to Buyer shares comprising the Position on that date and shall issue additional shares as necessary following completion of the Actions.
(iii) The Shareholder Resolution whereby Parties acknowledge that the majority Seller is accepting the Position as consideration for entering into this Agreement and undertaking the risk of taking equity as consideration as of the shareholders effective date of this Agreement, therefore the Company agree to the issuance of the Position.
(iv) The effective date of all Shares transferred pursuant to this Section 3 shall be the Effective Date of this Agreement and shall be memorialized on the face of the certificates evidencing such shares.
Appears in 1 contract
Stock Position. (i) In consideration of the benefits provided to the Company hereby, Company shall issue and deliver to Seller, such fully paid, non-assessable restricted shares of the Company's ’s common stock equal to a three thirteen percent (313.00%) post Vend-Merger (as defined in of I.P. Section 9 herein) ownership interest in the Company (the “Position"”). The Position shall be based on the capital structure of the Company post Vend-in of I.P. Merger (taking into account any and all shares issued relating to the Vend-in of I.P.Merger, initial contracts, and initial acquisition of any assets), post reverse stock split (if any), post initial financingfinancing (whether that initial financing be a single round or in multiple tranches over a period of time) only if the financing shall take place within 90 days following the Effective Date hereof, and after any other initial issuance of stock (including issuance to the Company's ’s directors and/or officers), provided such subsequent issuances, when viewed as a whole, are part of the Merger transaction. Buyer shall take all steps necessary to fully effectuate the provisions of this Section 3.
(ii) Certificate Certificate(s) evidencing the Position shall be issued and delivered to the Seller immediately following the actions anticipated by Section 3(e)(i3(c)(i) herein (the "“Actions"”), but in no case later than eleven (11) months following the Effective Date hereof. In the event that all Actions have not been completed by the eleventh month anniversary of this Agreement, Seller shall transfer to Buyer shares comprising the Position on that date and shall issue additional shares as necessary following completion of the Actions.
(iii) The Shareholder Resolution whereby Parties acknowledge that the majority Seller is accepting the Position as consideration for entering into this Agreement and undertaking the risk of taking equity as consideration as of the shareholders effective date of this Agreement, therefore the Company agree to the issuance of the Position.
(iv) The effective date of all Shares transferred pursuant to this Section 3 shall be the Effective Date of this Agreement and shall be memorialized on the face of the certificates evidencing such shares.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Data Storage Consulting Services, Inc.)