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.
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.
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.
The parties to this Agreement intend that the acquisition of AmerAlia Common Stock by Sentient and the acquisition of Holdings Common Stock by AmerAlia qualify as an exchange under Section 351(a) of the Code and a reorganization under Section 368(a)(1)(B) of the Code.
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.
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.
The AmerAlia Common Stock is being acquired for investment purposes only and not with a view toward the resale or distribution thereof.
AmerAlia has complied with or is exempt from the registration and/or qualification requirements of all federal and state securities or blue sky laws applicable to the issuance of the AmerAlia Common Stock contemplated by this Agreement.
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.