The Consideration Shares. None of the outstanding Purchaser Shares are listed and posted for trading on any stock exchange and the Purchaser is not a reporting issuer under applicable securities laws (the “Securities Laws”). Consequently, the Consideration Shares may be subject to an indefinite hold period. If required by Securities Laws, the certificates representing the Consideration Shares issued by the Purchaser will carry the standard legends required under Securities Laws for private placement transactions;
The Consideration Shares. The Consideration Shares to be issued pursuant to this Agreement will be issued at Closing, free and clear of liens, claims, and encumbrances, and Purchaser has all necessary right and power to issue the consideration Shares to the Shareholders as provided in this Agreement without the consent or approval of any person, firm, corporation, or governmental authority.
The Consideration Shares. The Consideration Shares are fully paid and non-assessable, free of any Liens, except for restrictions on transfer imposed by federal and state securities laws.
The Consideration Shares. The Consideration Shares to be issued pursuant to Section 3.1 of this Agreement will be duly authorized, validly issued, fully paid and non-assessable and will not be subject to preemptive rights created by statute, Purchaser's organizational documents or any agreement to which Purchaser is a party or by which it is bound. As of the Closing Date, the Consideration Shares will be authorized for listing on the Nasdaq National Market (herein "NNM"), subject to official notice of issuance.
The Consideration Shares. At the Closing referred to in Section 4 hereof, the Buyer will issue to Sellers a share certificate/s – in accordance with Sellers’instructions specified in Schedule 3.3 herein – representing theConsideration Shares free and clear from any claims, liens, charges, pledges, security interests, encumbrances and any third party rights. The Consideration Shares shall not be registered for resale under the applicable U.S. laws and regulations and therefore may not be sold, transferred, assigned, offered for sale, pledged, hypothecated or otherwise disposed of for at least 6 months from the date of issuance. Thereafter, such shares may be sold in compliance with Rule 144 or pursuant to another applicable exemption under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Buyer represents, warrants and covenants that it has filed, and will continue to file, on a timely basis, at least for the first 12 months following the date of issuance of the Consideration Shares all reports required to be filed by the Buyer with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to the extent required for the sale of the Consideration Shares under Rule 144. Buyer has no obligation whatsoever to register the Consideration Shares under the Securities Act or other applicable securities laws or regulations. Notwithstanding the above and subject to any applicable law, Seller will be entitled to transfer the Consideration Shares or any part thereof to any of Seller’s currently existing shareholders provided that such transfer is permitted under any applicable law and that each transferee of said Consideration Shares shall be subject to abovementioned restrictions and shall confirm in writing that he undertakes to comply with such restrictions for as long as such restrictions shall be valid.
The Consideration Shares. In regards to the Consideration Shares, the Seller represents, warrants, acknowledges and agrees that:
a) the Seller is not acquiring the Consideration Shares for the account or benefit of, directly or indirectly, any U.S. Person;
b) the Seller is not a U.S. Person;
c) the Seller is resident in the jurisdiction set out on the signature page of this Agreement;
d) the sale of the Consideration Shares to the Seller as contemplated in the Agreement complies with or is exempt from the applicable Consideration Shares legislation of the jurisdiction of residence of the Seller;
e) the Seller is acquiring the Consideration Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Units in the United States or to U.S. Persons;
f) the Seller is outside the United States when receiving and executing this Agreement and is acquiring the Consideration Shares as principal for the Seller's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Consideration Shares; and
g) the Seller is not an underwriter of, or dealer in, the common shares of the Buyer, nor is the Purchaser participating, pursuant to a contractual agreement or otherwise, in the distribution of the Consideration Shares.
The Consideration Shares. 2.1 The Consideration Shares will, when issued, have been validly authorised and issued and be fully paid up and no further amounts will be payable to Aleph Cayman in respect of their issue.
2.2 Upon issue of the Consideration Shares A15 will be the sole legal and beneficial owner of, and have the right to exercise all voting and other rights over, the Consideration Shares.
2.3 When issued, there will be no Encumbrance on, over or affecting any of the Consideration Shares nor will there be any commitment by Aleph Cayman to give or create any such Encumbrance, and, so far as Aleph Cayman is aware, no person has claimed to be entitled to any such Encumbrance.
2.4 The Consideration Shares will constitute the Consideration Shares Percentage of the entire issued share capital of Aleph Cayman immediately following Completion.
2.5 There are no agreements or commitments outstanding which give to any person the right to call for the issue of any shares, debentures or other securities of Aleph Cayman or accord to any person the right to call for the issue of any such shares, debentures or other securities.
The Consideration Shares. 6.1 The Consideration Shares to be issued to the Vendor shall rank pari passu with the existing Common Stock of the Purchaser and shall rank in full for all dividends to be paid by the Purchaser on its Common Stock by reference to a dividend record date after the date of issue thereof.
6.2 The parties will endeavour to procure that the Consideration Shares will be listed for trading on the NASDAQ National Market and that the issue of the Consideration Shares to the Vendor hereunder is exempt from the registration requirements contained in Section 5 of the Securities Act because the issue of the Consideration Shares to the Vendor will satisfy the conditions of any suitable exemption from such registration requirements which the parties consider applicable to the issue of the Consideration Shares hereunder.
6.3 The parties will co-operate to seek to satisfy the requirements of any such exemption insofar as they are able and will execute such certificates, agreements and other instruments as may be reasonably necessary or appropriate to confirm the application of any such available exemptions.
6.4 If the Purchaser consolidates or subdivides its Common Stock or makes an issue by way of capitalisation or rights to holders of its Common Stock prior to the date of the issue of any of the Consideration Shares, their number shall (if and to the extent that the same shall not have previously been determined) be adjusted in such manner as the Purchaser's Stockbrokers (acting as experts and not as arbitrators) shall certify to be fair and reasonable to take account of such event.
6.5 The Vendor hereby represents as follows:-
(a) the Consideration Shares have not been registered with the U.S. Securities and Exchange Commission (the "SEC") or the securities agency of any foreign government; and
(b) the Vendor agrees to resell the Consideration Shares, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration.
The Consideration Shares. 2.4.1 All Consideration Shares shall be allotted and issued credited as fully paid and free from Encumbrances. No Consideration Share shall entitle the holder to any dividend or other distribution paid or made before, or declared by reference to a record date before, the date of its allotment and issue.
2.4.2 669,714,027 Ordinary Shares in the Purchaser shall be allotted and issued to BHE (the BHE Consideration Shares), representing 39.5912341710% of the total enlarged issued ordinary share capital of the Purchaser at the Announcement Date (assuming the Consideration Shares had been issued in full and the Non-Voting Ordinary Shares (as defined below) had converted in full with no adjustments but excluding the Relevant Issuance). The BHE Consideration Shares shall be voting ordinary shares in the Purchaser and shall rank pari passu in all respects with the Ordinary Shares in issue as at Completion.
2.4.3 251,488,211 non-voting ordinary shares with preferential rights (the Non- Voting Ordinary Shares) shall be allotted and issued to L1 Energy (the L1 Energy Consideration Shares), convertible (subject to the terms of Schedule 2) into 251,488,211 Ordinary Shares in the Purchaser and representing 14.8671347024% of the total enlarged issued ordinary share capital of the Purchaser at the Announcement Date (assuming the Consideration Shares had been issued in full and the Non-Voting Ordinary Shares had converted in full with no adjustments but excluding the Relevant Issuance). The L1 Energy Consideration Shares shall conform to the terms set out in Schedule 2 (the Non- Voting Ordinary Shares Terms).
2.4.4 The relevant number and class of Consideration Shares pursuant to clauses 2.4.2 and 2.4.3 shall be allotted to the relevant Seller at Completion.
The Consideration Shares. The Purchaser shall procure or ensure that upon issuing and allotting the Consideration Shares to the Vendors that:
