Vitran Shares. All necessary corporate action on the part of Vitran has been taken for the due and valid allotment of the Vitran Shares to be issued to the Vendors in accordance with Section 2.3 and, when issued, such shares shall be fully paid and non-assessable shares in the capital stock of Vitran. The Vitran Shares will have no Encumbrances or restrictions on sale except as provided under Section 6.10 or under applicable securities legislation.

Vitran Shares. On the Closing Date, the Purchaser shall make available that portion of the proceeds equal to $2,800,000 from which the Vendor shall subscribe for and purchase and Vitran shall allot and issue to the Vendor 202,458 fully paid and non-assessable Vitran Shares, being that number of Vitran Shares, rounded to the nearest whole number, equal to $2,800,000 divided by the simple average of the closing price of Vitran Shares on NASDAQ for the five (5) trading days ending two (2) trading days before the Closing Date and Vitran shall deliver to the Vendor a share certificate evidencing such Vitran Shares registered in the name of the Vendor.

Vitran Shares. 11 2.4 SEPTEMBER 30, 2006 FINANCIAL STATEMENTS.......................... 11 2.5 DISPUTES CONCERNING SEPTEMBER 30, 2006 FINANCIAL STATEMENTS...... 11 2.6

Vitran Shares. On the Closing Date, the Vendors shall subscribe for and purchase, as set out on Schedule 2.3, and Vitran shall allot and issue to the Vendors, as set out on Schedule 2.3, at an aggregate subscription price of $13,200,000 that number of fully paid non-assessable Vitran Shares, rounded to the nearest whole number, equal to $13,200,000 divided by $19.50 (which was the closing price of Vitran Shares on NASDAQ on September 29, 2006 plus $1.00), being 676,923 Vitran Shares. The subscription price for the Vitran Shares shall be paid by wire transfer of immediately available funds from the amount deposited in the trust account of Xxxxx & Xxxx, LLC pursuant to subsection 2.2(a) in accordance with the wire transfer instructions provided by Vitran to the Vendors at least two (2) Business Days prior to the Closing Date. Vitran shall deliver to the Vendors share certificate(s) by 5:00 p.m. Eastern Daylight Savings time on Wednesday, October 4, 2006 evidencing such Vitran Shares registered in the name of each of the Vendors as set out on Schedule 2.3 bearing all legends required by applicable securities laws.

Related to Vitran 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.
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.
Common Shares 4 Company...................................................................................... 4
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.
Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.
Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.
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.
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.
Option Shares For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares, the Company hereby grants to the Underwriters an option to purchase up to [●] additional shares of Common Stock, representing fifteen percent (15%) of the Firm Shares sold in the offering, from the Company (the “Over-allotment Option”). Such [●] additional shares of Common Stock, the net proceeds of which will be deposited with the Company’s account, are hereinafter referred to as “Option Shares.” The purchase price to be paid per Option Share shall be equal to the price per Firm Share set forth in Section 1.1.1 hereof. The Firm Shares and the Option Shares are hereinafter referred to together as the “Public Securities.” The offering and sale of the Public Securities is hereinafter referred to as the “Offering.”
Ordinary Shares The Ordinary Shares included in the Units have been duly authorized and, when issued and delivered against payment for the Offered Securities by the Underwriters pursuant to this Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

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