Xxxxxx Shares. Assuming (i) the accuracy of the Company's representations and warranties as set forth in Section 2.23 hereof, (ii) the Company's compliance with the requirements contained in the legend as set forth in Section 2.24 hereof and (iii) that the Company does not hold, alone or in combination with others, more than 20% of the outstanding voting securities of Purchaser and does not otherwise hold a sufficient number of any securities of Purchaser which would affect materially the control of Purchaser, then the Xxxxxx Shares will be freely tradeable through an appropriately registered dealer in Canada.
Xxxxxx Shares. Xxxxx is the record and beneficial owner of 10,997,903 shares of Company Common Stock.
Xxxxxx Shares. If the Company purchases less than 311,891 shares of Common Stock from Xxxxxxx X. Xxxxxx, the Company and the Purchaser agree to equitably adjust (i) the conversion price of the Shares, such that on conversion of all the Shares only, the Purchaser shall beneficially own 51% of the aggregate issued and outstanding shares of Common Stock, and (ii) the exercise price of the Warrants, such that on exercise of all the Warrants only, the Purchaser shall beneficially own 25% of the aggregate issued and outstanding shares of Common Stock.
Xxxxxx Shares. As used herein, the term "Xxxxxx Shares," as of any time, shall mean the securities of the Company entitled to vote generally in the election of Directors of the Company as to which, at such time, the Executive had the sole power to vote or to direct the voting of.
Xxxxxx Shares. When transferred or issued to the stockholders of the Company or the holders of the Potential Securities pursuant to Section 2 above, all the Xxxxxx Shares delivered to the stockholders shall be duly authorized, validly issued and fully paid and non-assessable, and free and clear of all pledges, liens, claims, charges, options, calls, encumbrances, restrictions and assessments whatsoever (except any restrictions which may be created by operation of state or federal securities laws).
Xxxxxx Shares. As of any date of determination, the shares of Common Stock then held by the Xxxxxx Holder.
Xxxxxx Shares. 49 6.7 Disclosure....................................................................... 49 6.8 Consents......................................................................... 50 SECTION 7. - ADDITIONAL AGREEMENTS........................................................... 50 7.1 Directors........................................................................ 50 7.2 Severance........................................................................ 50 7.3 Registration Statement on Form S-3............................................... 50 7.4
Xxxxxx Shares. The Xxxxxx Shares to be issued hereunder, when issued by Xxxxxx to Stockholders upon a Stockholders' surrender of all Xxxxxxxx Shares held by such Stockholder pursuant to the terms of this Agreement, will (i) be duly authorized, validly issued, fully paid and nonassessable, (ii) based on Stockholders' representations in Section 5.7, be issued in compliance with all applicable United States federal and state securities laws, and (iii) be free and clear of all Encumbrances except for restrictions pursuant to the Lockup Agreements and restrictions of general application under the United States federal and state securities laws.
Xxxxxx Shares. Fifty percent (50%) shares of Parent Common ------------- Stock received in the Merger pursuant to Section 2.1(c) by Xxxxxx Xxxxxx shall be subject to vesting over a two year period following the Closing on a pro rata monthly basis.
Xxxxxx Shares. A new Section 9.5 shall be added to the Amended Merger Agreement to read as follows: "9.5
