Consultant Shares definition
Examples of Consultant Shares in a sentence
If issued pursuant to an exemption from registration, all certificates representing the Consultant Shares will be endorsed with a legend confirming that the securities have not been registered and may only be resold pursuant to an effective registration statement under the Act or pursuant to a further exemption from registration, in the form required by the Company's legal counsel.
The Consultant Shares will be issued pursuant to exemptions from the registration requirements of the Securities Act of 1933 (the "Act") or pursuant to an effective registration statement.
Because the subsidiary and the parent company are separate legal entities, the parent company is not exposed to any liabilities of the subsidiary.
No adjustment in the Consultant Shares shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such Consultant Shares; provided, however, that any adjustments which by reason of this Section 3(e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.
In connection with the Closing, it is intended that, the former shareholders of Es3 would receive 18,108,750 shares of Common Stock (assuming 100% of the Es3 shareholders become Sellers), that Crown Partners will receive 905,438 shares of Common Stock (the "Crown Shares"), and that two consultants to NHT will receive 400,000 shares of Common Stock (the "Consultant Shares").
The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Consultant Shares.
Further, in the event of Termination, the Consultant Shares that have vested through such 30th day are deemed earned by Consultant.
Following the Closing, NHT will file a Registration Statement with the SEC on Form S-8 to register the Consultant Shares.
Each Consultant agrees to execute a purchase agreement under the Plan relating to the Consultant Shares in substantially the form provided to Consultant on or before the date of this Amendment.
For avoidance of doubt, such new filings, applications, or the like shall be considered Taste Masking Related Licensed Patents, Development Licensed Patents or Improvements, as applicable, and shall be subject to the License and the terms and conditions of this Agreement.