Examples of Acquiror Company Shares in a sentence
The Acquiror Company Shares shall constitute 100% of the Acquiror Company’s issued and outstanding common shares immediately after the closing of the Share Exchange.
Notwithstanding the foregoing, nothing herein shall derogate from or otherwise modify the representations and warranties of the Acquiror Company set forth in this Agreement, on which the Members have relied in making an exchange of their Shares of the Acquiree Company for the Acquiror Company Shares.
There must not have been made or threatened by any Person any claim asserting that such Person (a) is the holder of, or has the right to acquire or to obtain beneficial ownership of the Acquiror Company Common Stock or any other stock, voting, equity, or ownership interest in, the Acquiror Company, or (b) is entitled to all or any portion of the Acquiror Company Shares.
At the Closing, the Members shall transfer a total of 2,141,000 Units, representing all of the issued and outstanding Units of the Acquiree Company to the Acquiror Company, and in consideration therefor, subject to Section 2.2, Acquiror Company shall issue 4,282,000 fully paid and nonassessable Acquiror Company Shares (the “Share Exchange”) to the Members.
There must not have been made or threatened by any Person any claim asserting that such Person (a) is the holder of, or has the right to acquire or to obtain beneficial ownership of the Shares or any other stock, voting, equity, or ownership interest in, the Acquiree Company, or (b) is entitled to all or any portion of the Acquiror Company Shares.
The Member understands and agrees that the Acquiror Company Shares to be issued pursuant to this Agreement and the Share Exchange have not been registered under the Securities Act or the securities laws of any state of the U.S. and that the issuance of the Acquiror Company Shares is being effected in reliance upon an exemption from registration afforded under Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering.
The Member is acquiring the Acquiror Company Shares for investment in its own account and not with an intent to resell or otherwise dispose of the Acquiror Company Shares.
The Members understand and acknowledge that the Acquiror Company may refuse to transfer the Acquiror Company Shares, unless the Members comply with this Section 4.2.3. The Members consent to the Acquiror Company making a notation on its records or giving instructions to any transfer agent of the Acquiror Company’s Common Stock in order to implement the restrictions on transfer of the Acquiror Company Shares.
Assuming the accuracy of the representations and warranties of the Members, contained in Section 4 and Exhibit B, the issuance of the Acquiror Company Shares pursuant to this Agreement will be when issued in accordance with the terms of this Agreement, issued in accordance with exemptions from the registration and prospectus delivery requirements of the Securities Act and the registration permit or qualification requirements of all applicable state securities laws.
The certificate(s) representing such Acquiror Company Shares, and each certificate issued in transfer thereof, will also bear any other legend required under any applicable Law, including, without limitation, any U.S. state corporate and state securities law, or contract.