USE SHARES Sample Clauses

USE SHARES. Upon consummation of the Merger and the issuance and delivery of certificates representing the USE Shares to the Shareholders, the USE Shares will be validly issued, fully paid and non-assessable shares of USE Common Stock.
Sample 1
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USE SHARES. At the Closing, USE shall have issued all of the USE Shares and shall have delivered to the Shareholders (i) certificates representing the USE Shares issued to them hereunder, other than the Held Back Shares, and (ii) copies of stock certificates representing the Held Back Shares issued to them.
Sample 1
USE SHARES. (i) The Company agrees that any Transfer or other disposition of the USE Shares will comply with all applicable federal and state securities laws. (ii) The Company will not Transfer or dispose of or grant a security interest with respect to the USE Shares without the prior approval of the Company's Operating Committee provided that that the transfer of the USE Shares to the Joint Venture shall be conditioned on the Joint Venture agreeing to be bound by the terms of this Section 6.1.h as if it were a party hereto. (iii) If the Company wishes to Transfer or dispose of any or all of the USE Shares during the period commencing on the date hereof and ending on the fifth anniversary date of this Agreement (other than (i) to the Joint Venture or (ii) pursuant to a hypothecation or pledge as part of a bona fide arms length loan (in which there is no sale or assignment of the USE Shares) and in which the lender agrees to be bound by the terms of this Section 6.1.h (iii) as if it were a party hereto for a period ending no sooner than the earlier of the termination of the hypothecation or pledge or the fifth anniversary of the date hereof) it will first offer such USE Shares to USE in a written notice (the AUSE Notice@) which sets forth the terms whereby a third party proposes to acquire such USE Shares, including the purchase price (the "USE Purchase Price"). USE shall have, for a period of thirty (30) days after the receipt of the USE Notice, the right to acquire such USE Shares for the USE Purchase Price (provided, however, that if the USE Purchase Price is not entirely cash, USE shall be entitled to pay the Fair Market Value in cash at the time USE accepts the offer of the USE Purchase Price). If USE elects to purchase all of such USE Shares, USE shall so advise the Company as promptly as practicable but in any event no later than within thirty (30) days after the receipt of the USE Notice The closing shall take place within 30 days after receipt of the USE Notice. If USE shall fail to exercise the right herein granted to purchase all of such USE Shares in accordance with the procedures set forth in this Section, the Company shall have the right for a period of 90 days thereafter dispose of such USE Shares in accordance with the terms set forth in the USE Notice subject to all applicable federal and state securities laws. The provisions of this subparagraph (iii) shall remain in effect after USE ceases being a Member of the Company except that the 90 day limitati...
Sample 1

Related to USE SHARES

  • Exchange Shares The Exchange Shares have been duly and validly authorized by all necessary action, and, when issued and delivered pursuant to this Agreement, such Exchange Shares will be duly and validly issued and fully paid and nonassessable, will not be issued in violation of any preemptive rights, and will not subject the holder thereof to personal liability.

  • Purchase Shares Subject to the terms and conditions hereinafter set forth herein, the Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the holder hereof in writing), to purchase from the Company up to ( ) fully paid and nonassessable shares of Common Stock, par value $0.0001, of the Company, as constituted on the Warrant Issue Date (the “Common Stock”). The number of shares of Common Stock issuable pursuant to this Section 1 (the “Shares”) shall be subject to adjustment pursuant to Section 9 hereof.

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Acquired Shares Any Shares or other voting securities of the Bank with respect to which beneficial ownership is acquired by Shareholder or its affiliates, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such Shares or upon exercise or conversion of any securities of the Bank, if any, after the date hereof shall automatically become subject to the terms of this Agreement.

  • Conversion Shares The Company has authorized and has reserved and covenants to continue to reserve, free of preemptive rights and other similar contractual rights of stockholders, a number of shares of Common Stock equal to one hundred fifty percent (150%) of the number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all of the Preferred Shares and exercise of the Warrants then outstanding. Any shares of Common Stock issuable upon conversion of the Preferred Shares and exercise of the Warrants (and such shares when issued) are herein referred to as the “Conversion Shares” and the “Warrant Shares”, respectively. The Preferred Shares, the Conversion Shares and the Warrant Shares are sometimes collectively referred to as the “Shares”.

  • The Shares The Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Settlement Shares With respect to any Settlement Date other than the Final Date, the number of Shares designated as such by Counterparty in the relevant Settlement Notice or designated by Dealer pursuant to the “Termination Settlement” provisions of Paragraph 7(g) below, as applicable; provided that the Settlement Shares so designated shall (i) not exceed the Number of Shares at that time and (ii) in the case of a designation by Counterparty, be at least equal to the lesser of 100,000 and the Number of Shares at that time, in each case with the Number of Shares determined taking into account pending Settlement Shares; and

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