Wolverine Shares Sample Clauses

Wolverine Shares. The Buyer shall pay and satisfy the Purchase Price due to the Sellers by means of issuance and delivery to the Persons comprising the Sellers, according to their respective interests as set out in Recital E above, the total of 34,000,000 voting common shares of the Buyer, at an issue price of USD$.01 (one cent) each, as fully paid and non-assessable, and
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Wolverine Shares. Wolverine shall deliver to the Vendors certificates evidencing the Payment Shares issuable pursuant to Section 2.1.8.1.
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Wolverine Shares. 4.6.1 The Wolverine Shares to be issued to such Vendor in connection with the Contemplated Transactions are being acquired as principal for such Vendor's own account for investment and will not be transferred by such Vendor in violation of Applicable Laws. No Person other than such Vendor has any interest in or any right to acquire the Wolverine Shares issuable to such Vendor. Such Vendor's financial condition is such that such Vendor is able to bear the risk of holding such Wolverine Shares for an indefinite period of time and the risk of loss of such Vendor's entire investment in Wolverine. 4.6.2 Such Vendor has performed its own due diligence investigation with respect to the acquisition of the Wolverine Shares to the extent such Vendor has deemed necessary or desirable. No representations or warranties have been made to such Vendor by Wolverine or any stockholder, officer, director, employee, agent or representative of Wolverine, other than as set forth in this Agreement. 4.6.3 Such Vendor acknowledges that the investment in the Wolverine Shares is speculative and involves a high degree of risk of loss of such Vendor’s entire investment. 4.6.4 Such Vendor has such knowledge and experience in financial and business matters that such Vendor is capable of evaluating the merits and risks of acquisition of the Wolverine Shares to be issued to such Vendor in connection with the Contemplated Transactions and of making an informed investment decision with respect thereto. 4.6.5 Such Vendor acknowledges that Wolverine is not now a “reporting issuer” under the Applicable Laws of any province or territory of Canada, Wolverine has no obligation to become a reporting issuer and there is no guarantee that Wolverine will become a reporting issuer in the future. Such Vendor further acknowledges that as a result of Wolverine not being a reporting issuer, the Wolverine Shares being issued will be subject to an indefinite “restricted period” under Applicable Laws of four (4) months and a one (1) day from the later of the date of Closing and the date Wolverine becomes a reporting issuer under the Applicable Laws of any province or territory of Canada. Such Vendor further acknowledges that during such indefinite “restricted period”, such Vendor may not trade the Wolverine Shares under Applicable Laws without filing a prospectus in accordance with such laws or being able to rely on one of the limited exemptions under Applicable Laws. 4.6.6 Such Vendor acknowledges that ther...
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Related to Wolverine Shares

  • Common Shares 4 Company...................................................................................... 4

  • 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.

  • New Shares Stockholder agrees that any shares of Company Capital Stock that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership after the date of this Agreement and prior to the Expiration Date (“New Shares”) shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • Warrant Holder Not Shareholder Except as otherwise provided herein, this Warrant does not confer upon the Holder any right to vote or to consent to or receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof.

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