Subscribed Shares. (i) The Adjustment Subscribed Shares, the Purchaser Subscribed Shares, the Additional Purchaser Subscribed Shares and the Election Subscribed Shares have been duly authorized and allotted in accordance with applicable Legal Requirement and the Organizational Documents of the Company, and shall be available for subscription by the Purchaser in the manner and time provided under this Agreement.
(ii) The Adjustment Subscribed Shares (if any), the Purchaser Subscribed Shares, the Additional Purchaser Subscribed Shares (if any) and the Election Subscribed Shares (if any), when issued at the Closing, shall be duly issued in accordance with applicable Legal Requirements and the Organizational Documents of the Company, fully paid and non-assessable and shall be free and clear of any Encumbrances.
(iii) The Adjustment Subscribed Shares (if any), the Purchaser Subscribed Shares ,the Additional Purchaser Subscribed Shares (if any) and the Election Subscribed Shares (if any), as of the Closing, will not be subject to avoidance or liquidation in bankruptcy, composition or other solvency proceedings relating to the Company, as the case may be.
Subscribed Shares. 4.1(g) Successor............................................................... 2.1(b)(ii) Tag-Along Offer......................................................... 2.3(b) Tag Exercise Notice..................................................... 2.3(c) Tender.................................................................. 2.2(b) Transferor.............................................................. 2.3(a) Transferor's Notice..................................................... 2.3(a)(ii) Transferee Stockholder.................................................. 2.5 Trustee.................................................................
Subscribed Shares. Evidence reasonably satisfactory to such Purchaser of the issuance of each Purchaser’s portion (as set forth on Schedule 1 hereto) of the Subscribed Shares in book-entry form, free and clear of all Liens, restrictions, claims, taxes and preemptive rights, in the name of such Purchaser (or its nominee or custodian designated in writing by such Purchaser in its delivery instructions), except for any Liens or other transfer restrictions under applicable federal and state securities Laws and the Transaction Agreements.
Subscribed Shares. The Company shall have delivered to each of the Purchasers a certified copy of the register of members of the Company representing the number of Subscribed Shares set forth opposite such Purchaser’s name on Schedule 2 hereto, registered in the name of such Purchaser.
Subscribed Shares. The Issuer shall cause its counsel to issue a legal opinion to its transfer agent or the Subscriber promptly if required by the transfer agent to effect the removal of the legend thereunder, or if requested by a Subscriber, respectively. The Issuer agrees that following such time a restrictive legend is no longer required under this Section 4.6 (the “Legend Removal Date”), the Issuer will, not later than two (2) Business Days following the receipt by Jasper of written notice from the Subscriber certifying that a Legend Removal Date has occurred, deliver or cause to be delivered to the Subscriber a certificate or book entry notation representing such Subscribed Shares free from any restrictive or other legends.
Subscribed Shares. The parties acknowledge and agree that the Subscribed Shares will be issued in accordance with Sections 2.01(d) and (g) to the shareholders of the Company in connection with the Merger and will be paired with the RECO Common Stock issued in the Merger and that neither the Company nor RECO will at any time become a stockholder of OPCO.
Subscribed Shares. The Company acknowledges and agrees that at Closing the Subscribed Shares issued by the Company shall confer on Infinity Capital absolute legal and beneficial title to the Subscribed Shares free of Encumbrances (other than Encumbrances resulting from actions of Infinity Capital).
Subscribed Shares. (a) Save as set out in Schedules 1 and 2 and save as a result of the transactions contemplated herein, there are not in issue any other shares, debentures, warrants, options, securities or registered capital of any description in respect of the Company or Beijing Vizeum.
(b) The Subscribed Shares, when issued in accordance with the terms and for the consideration set forth herein will be validly issued, fully paid and non-assessable.
(c) The Subscribed Shares, when issued, will constitute 60% of the entire issued capital of the Company.
(d) All the issued share capital of the Company is fully paid up and the Company has not exercised or purported to exercise or claimed any lien over any of them.
Subscribed Shares. The parties hereto acknowledge and agree that the Subscribed Shares will be issued in accordance with Section 5.2(a) hereof to the stockholders of Wyndham in connection with the Merger and will be paired with the Patriot Stock issued in the Merger in accordance with that certain Pairing Agreement, dated as of February 17, 1983 and amended from time to time thereafter, by and between CJC and BMOC (the "Pairing Agreement"), and Wyndham shall not at any time become a stockholder of BMOC. The provisions of this Article 2, the BMOC Stock Issuance and the Wyndham/BMOC Subscription Agreement are intended to comply and shall be interpreted in a manner consistent with Sections 2(a) and 2(b) of the Pairing Agreement.
Subscribed Shares. The Subscribed Shares will, immediately following the relevant Subscription Completion, be free and clear from all Encumbrances.
