Examples of Consulting Shares in a sentence
If a reverse stock split is implemented and approved, and the Consulting Shares have not yet been issued, then in that event the total number of shares issuable to the Consultant shall be adjusted to reflect the reverse stock split.
Company will include Consulting Shares on its initial registration statement filing with the Securities and Exchange Commission unless the underwriter requests that the registration of such shares is not included, in which case the Consulting Shares will be registered on a subsequent registration statement.
If the company does not have a sufficient number of authorized shares to issue the Consulting Shares at the time of entry of this Agreement, or the issuance of the Consulting Shares will restrict the ongoing operations of the Company to secure capital or identify acquisition candidates, then in that event the Consulting Shares shall be deemed “Issuable”, and reported on the Company’s financial statements.
In the event of a termination of this Agreement, (i) Consultant shall still be entitled to receive all of the Consulting Shares (as defined in Section 4) and (ii) the Company shall reimburse Consultant for all expenses previously approved by the Company incurred by Consultant in connection with Consultant’s Engagement.
If Resolutions 8 and 9 are not passed, the Acuity CPA Shares and Consulting Shares will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Acuity CPA Shares and Consulting Shares.
The parties agree that, except as required by a final determination with any Tax authority, they will report the transfer of Consulting Shares under this Agreement consistent with any Section 338(h)(10) Election and the related forms prepared by the Buyer and will not take, or cause to be taken, any action that would be inconsistent with or prejudice any Section 338(h)(10) Election or related forms.
No sale or other transfer of the Consulting Shares may be made without the Company's consent unless (i) the offer and sale of the Consulting Shares has been registered under the Act and applicable State securities or "Blue Sky" laws, or (ii) the offer and sale of the Consulting Shares is exempt under the Act and such laws and the Company has received an opinion of counsel (in form and substance reasonably satisfactory to the Company) to that effect.
The Buyer shall have the right, in its sole discretion, to make, and if the Buyer so elects the Shareholders shall cooperate in making, an election under Section 338(h)(10) of the Code (and any comparable election under state or local law) with respect to the purchase of the Consulting Shares pursuant to this Agreement (each such election, a “Section 338(h)(10) Election”).
Consultant desires to provide the Services to the Company pursuant to the terms and conditions of this Agreement in exchange for the Consulting Shares (defined in Section 2) and expense reimbursement provided for in Section 2.
Further, the Consultant acknowledges that a legend summarizing the restrictions described above will be placed on the certificates representing the Consulting Shares.