The Securities Exchange Sample Clauses

The Securities Exchange. (a) Upon the terms and subject to the conditions hereof, at the execution of this Agreement and thereby the Closing,, the shareholders of the Company who have accepted the Offer will be deemed to have transferred to the Purchaser their shares of Company Capital Stock, and the Purchaser shall be deemed to have issued to each shareholder of the Company so-transferring their shares in the Company, the number of fully-paid and nonassessable shares of IMA Common Stock necessary to permit the Share Exchange to be effected on the basis of 500 shares of IMA Common Stock for each one (1.0) share of Company Capital Stock, as further defined in EXHIBIT A hereto. No fractional shares of IMA Common Stock will be issued. In lieu of issuing fractional shares of IMA Common Stock to any of the Company’s shareholders, the number of shares of IMA Common Stock issuable any holder of the Company Capital Stock who would otherwise receive a fractional share of IMA Common Stock will be rounded up to the nearest whole share. (b) Subject to compliance with Section 2.4(b), the Purchaser shall issue and deliver certificates, and or evidence of such issuance of certificates then to held in BOOK form on the records of the Purchaser’s independent third-party Share Transfer Agent, such number of shares individually or collectively representing the total number of shares of IMA Common Stock for which shares of the Company Capital Stock are exchanged pursuant to the Offer. (c) The Purchaser represents and warrants that it is not required under British Virgins Islands law to submit this Agreement or the transactions contemplated thereby to its shareholders for approval.
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The Securities Exchange. Subject to the terms and conditions of this Agreement, on the Closing Date: (a) Minn Shares shall issue via book-entry the Exchange Shares to each Member in the name of such Member or its designee in accordance with Exhibit A hereto or pursuant to separate written instructions to be delivered by the Company to Minn Shares prior to the Closing Date. The aggregate number of Exchange Shares issued to the Members shall represent 91.25% of the shares of Minn Shares Common Stock on a Fully Diluted Basis immediately after the Closing. (b) Each Member shall deliver such documentation as may be required and reasonably acceptable to Minn Shares and its counsel to transfer the Company Interests to Minn Shares.
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The Securities Exchange. (a) Upon the terms and subject to the conditions hereof, at the Closing of this Agreement, the sole shareholder of the Company who has accepted the Offer will be deemed to have transferred to the Purchaser his shares of Company Capital Stock, and the Purchaser shall be deemed to have issued to said shareholder of the Company, or said shareholder’s designated individual or corporate assignees as shall be provided by said shareholder, the number of fully-paid and nonassessable shares of MVI Common Stock necessary to permit the Share Exchange to be effected as per Section 1.1 (c). (b) Subject to compliance with Section 2.4(b), the Purchaser shall issue and deliver certificate(s), and or evidence of such issuance of certificate(s) to the Company shareholder and/or each of it’s designated individual or corporate assignees which then may be held in BOOK form on the records of the Purchaser’s independent third-party Share Transfer Agent should the shareholder desire, such number of shares individually or collectively representing the total number of shares of MVI Common Stock for which shares of the Company Capital Stock are exchanged pursuant to the Offer. (c) The Purchaser represents and warrants that it is not required under Nevada law to submit this Agreement or the transactions contemplated thereby to its shareholders for approval. (d) The Exchange Shares have not been and will not be registered under the Securities Act or the securities laws of any state or states in reliance upon exemptions from the Securities Act’s registration requirements and state law registration requirements as set forth below: (i) Exchange Shares issuable to U.S. Persons. Exchange Shares issuable to holders of Company Capital Stock, respectively, who are resident in the U.S. or otherwise defined as “U.S. Persons” in Regulation S under the Securities Act shall be issued in reliance upon the exemptions from registration provided by Section 4(2) of the Securities Act and/or Rule 506 of Regulation D under the Securities Act and under analogous state securities laws, on the grounds that the Securities Exchange does not involve any public offering. The Exchange Shares issuable to U.S. Persons will be “restricted securities” as that term is defined in Rule 144(a) of the General Rules and Regulations under the Securities Act and must be held indefinitely, unless they are subsequently registered under the Securities Act or an exemption from the Securities Act’s registration requirements is a...
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The Securities Exchange. (a) Upon the terms and subject to the conditions hereof, at the Closing, the shareholders of the Company who have accepted the Offer will be deemed to have transferred to the Purchaser their shares of Company Capital Stock, and the Purchaser shall be deemed to have issued to each shareholder of the Company so-transferring their shares in the Company, the number of fully-paid and nonassessable shares of ICE Common Stock necessary to permit the Share Exchange to be effected on the basis of 175.14 shares of ICE Common Stock for each one (1.0) share of Company Capital Stock. No fractional shares of ICE Common Stock will be issued. In lieu of issuing fractional shares of ICE Common Stock to any of the Company’s shareholders, the number of shares of ICE Common Stock issuable any holder of the Company Capital Stock who would otherwise receive a fractional share of ICE Common Stock will be rounded up to the nearest whole share. (b) Subject to compliance with Section 2.4(b), the Purchaser shall issue and deliver certificates representing the shares of ICE Common Stock for which shares of the Company Capital Stock are exchanged pursuant to the Offer. (c) At, or promptly following, the Closing, the Purchaser will counter-execute all share option contracts delivered to the Purchaser, and/or its duly appointed Exchange Agent, by option holders as acceptance of the Offer to exchange their OHG Options for ICE Options on the basis of the option to purchase 175.14 shares of ICE Common Stock for each option to purchase one (1) share of OHG Common Stock. The ICE Options shall be issued on the terms and conditions stated in the proposed share option contract delivered with the Offer Documents and the exercise price shall be adjusted using the following calculation: (i) the stated OHG Option exercise price divided by (ii) 175.14. By way of example, if the OHG Option exercise price is $0.55, the new exercise price will be 0.55/175.14, which equals $0.00314. No ICE Options to issue fractional shares will be issued. In lieu of issuing ICE Options to purchase fractional shares of ICE Common Stock, the number of shares of ICE Common Stock subject to such ICE Option issuable any option holder of OHG Options will be rounded up to the nearest whole share. (d) The Purchaser will deliver the counter-executed copy of the share option contracts evidencing the ICE Options to be issued in connection with the Option Exchange to the former Company option holders promptly following the Closing...
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The Securities Exchange 
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Related to The Securities Exchange

  • Listing on Securities Exchange If the Company shall list any shares of Common Stock on any securities exchange, it will, at its expense, list thereon, maintain and, when necessary, increase such listing of, all shares of Common Stock issued or, to the extent permissible under the applicable securities exchange rules, issuable upon the exercise of this Warrant so long as any shares of Common Stock shall be so listed during the Exercise Period.

  • Securities Exchange Act The term “

  • Reports Under Securities Exchange Act of 1934 With a view to making available to the Holders the benefits of Rule 144 promulgated under the Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after ninety (90) days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the 1934 Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Act and the 1934 Act; and (d) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company), the Act and the 1934 Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

  • Issuance of the Securities; Registration The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on May 23, 2018 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement eligible to use Form S-3. The Company is eligible to use Form S-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form S-3.

  • Stock Exchange Delisting; Deregistration Prior to the Closing Date, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable laws and rules and policies of NASDAQ to enable the delisting by the Surviving Corporation of the Shares from NASDAQ and the deregistration of the Shares under the Exchange Act as promptly as practicable after the Effective Time.

  • of the Securities Act The Issuer agrees that, if it shall issue commercial paper after the date hereof in reliance upon such exemption (a) the proceeds from the sale of the Notes will be segregated from the proceeds of the sale of any such commercial paper by being placed in a separate account; (b) the Issuer will institute appropriate corporate procedures to ensure that the offers and sales of notes issued by the Issuer pursuant to the Section 3(a)(3) exemption are not integrated with offerings and sales of Notes hereunder; and (c) the Issuer will comply with each of the requirements of Section 3(a)(3) of the Securities Act in selling commercial paper or other short-term debt securities other than the Notes in the United States.

  • Stock Exchange Delisting Prior to the Closing Date, the Company shall cooperate with Parent and use reasonable efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Laws and rules and policies of the NASDAQ Global Select Market to enable the delisting by the Surviving Corporation of the Shares from the NASDAQ Global Select Market and the deregistration of the Shares under the Exchange Act as promptly as practicable after the Effective Time.

  • Conversion of Securities Exchange of Certificates 11 Section 3.1

  • Securities Act and Exchange Act The Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the Exchange Act as from time to time in force, so far as necessary to permit the continuance of sales of, or dealings in, the Placement Shares as contemplated by the provisions hereof and the Prospectus.

  • Securities Exemptions The offer and sale of the Purchased Securities to the Purchasers pursuant to this Agreement shall be exempt from the registration requirements of the Securities Act and the registration and/or qualification requirements of all applicable state securities laws.

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