Examples of AgEagle Stock in a sentence
All of such shares of AgEagle Stock, when so issued and delivered, will be issued in compliance with applicable Laws.
Seller acknowledges that the shares of AgEagle Stock are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that such shares of AgEagle Stock may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.
Seller is able to bear the economic risk of holding the shares of AgEagle Stock for an indefinite period (including total loss of its investment), and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment.
None of such shares of AgEagle Stock, when so issued and delivered, shall be issued in violation of any agreement, arrangement or commitment to which Buyer is a party or is subject to or in violation of any preemptive or similar rights of any Person.
Seller has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the AgEagle Stock.
Seller, either alone or together with its Representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the AgEagle Stock, and has so evaluated the merits and risks of such investment.
Each Seller acknowledges that the shares of AgEagle Stock are not registered under the Securities Act or any state securities laws, and that such shares of AgEagle Stock may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.
None of such shares of AgEagle Stock, when so issued and delivered, shall be issued in violation of any agreement, arrangement or commitment to which Parent or Buyer is a party or is subject to or in violation of any preemptive or similar rights of any Person.
Buyer shall have the right to withhold and set-off against any Holdback Amount otherwise due to be paid pursuant to this Section 2.07, (i) the amount of any Losses incurred by any Buyer Indemnitees entitled to indemnification under Article VIII of this Agreement, and (ii) any amount of shares of AgEagle Stock which Buyer is entitled to retain pursuant to Section 7.01.
The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” The adjustments to the Purchase Price in clauses (A) through (D) shall be allocated to the cash portion of the Purchase Price, and the adjustment to the Purchase Price in clause (E) shall be allocated to the portion of the Purchase Price payable in shares of AgEagle Stock.