Examples of AmerAlia Common Stock in a sentence
Upon exchange of all of the Series B1 Debentures or all of the Series B2 Debentures and the NSI Common Stock, or both, for AmerAlia Common Stock, the Series B Debentures or NSI Common Stock, as the case may be, so exchanged will be cancelled and no longer outstanding.
Thereafter, AmerAlia shall issue and deliver at such office to Sentient Entities a certificate or certificates for the number of shares of AmerAlia Common Stock to which each of the Sentient Entities is entitled.
Such exchange shall be deemed to have been made immediately prior to the close of business on the date (the "Exchange Date") that the Sentient Entities have accomplished both the surrender of the certificate or certificates required by clause (i) and the written notice required by clause (ii), and the person entitled to receive the shares of AmerAlia Common Stock issuable upon such exchange shall be treated for all purposes as the record holder of such shares from that date forward.
No fractional shares of AmerAlia Common Stock shall be issued in exchange for the Series B1 Debentures or Series B2 Debentures or the NSI Common Stock.
AmerAlia shall reserve out of its authorized but unissued shares of AmerAlia Common Stock 52,000,000 shares of AmerAlia Common Stock issuable upon exchange of all of the Series B1 Debentures or all of the Series B2 Debentures, or both.
Obligations to XX Xxxxxx Co. that have accrued prior to the Closing shall have been satisfied by payment, conversion into AmerAlia Common Stock, or a combination of payment and conversion.
All shares of AmerAlia Common Stock to be issued under the terms of this Agreement shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder.
The AmerAlia Common Stock has been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and AmerAlia is subject to the periodic reporting requirements of Section 13 of the Exchange Act.
The proceeds from the subscription amounts paid at the Closing shall be used in the following priority: (i) to pay the obligations described in Section 9.a.i that are not converted into AmerAlia Common Stock, (ii) to pay any amounts that must be paid as a condition of Closing, and (iii) as working capital reserve for AmerAlia.
At the Closing, AmerAlia will issue to Sentient 286,119,886 shares of AmerAlia Common Stock, representing approximately 81.2% of the fully diluted outstanding shares of AmerAlia Common Stock (after giving effect to this issuance) in exchange for 820,000 shares of Holdings Common Stock, which shall be delivered by Sentient to AmerAlia at the Closing, free and clear of all liens, claims and encumbrances of any person claiming rights by, through or under Sentient.