BHC Shares definition
Examples of BHC Shares in a sentence
Against receipt of such documents, the Purchaser shall deliver to the Vendors the stock certificates registered in the name of BWI and BHOC, respectively, representing the respective number of BHC Shares to be issued to each, in full payment thereof.
Each of the Vendors are acquiring the BHC Shares "as is" without recourse, except for the express covenants, representations and warranties set forth herein and in the documents executed in connection herewith.
The purchase price shall be payable by the issuance by the Purchaser to BWI of 10,000,000 shares of common stock, $.01 par value, of the Purchaser and by the issuance by the Purchaser to BHOC of 21,600,000 shares of common stock, $.01 par value, of the Purchaser (collectively, the "BHC Shares").
BHC has delivered to Bio-En a shareholder list prepared by its transfer agent, which, to BHC’s knowledge, is a complete and accurate undated list setting forth the following information with respect to each Person who is a record holder of any BHC Shares: (a) such Person’s name; and (b) the number of BHC Shares held by such Person.
The BHC Shares to be issued pursuant to this Agreement when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable, and will not be issued in violation of any Laws or the pre-emptive rights of any Person.
All of the BHC Shares have been duly authorized and validly issued and are fully paid and non-assessable, and are owned beneficially and of record by Seller.
Buyer is not acquiring the BHC Shares with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act.
Except to any transferability restriction as required as under this Agreement and/or imposed under applicable securities laws, the BHC Shares to be issued pursuant to this Agreement will be, at closing, free and clear of all liens, security interests, pledges, charges, claims, encumbrances and restrictions of any kind.
On and subject to the terms and conditions of this Agreement, at the Closing, Buyer will purchase from Seller, and Seller will sell, assign, transfer, convey and deliver to Buyer, legal and beneficial ownership of the BHC Shares for the consideration specified below in Section 1.2, free and clear of any Lien.
Seller has good and marketable title to the BHC Shares, free and clear of any Liens.