Issuance of Stock Consideration Clause Samples
The 'Issuance of Stock Consideration' clause defines the process by which a party, typically a company, will issue shares of its stock as part of the payment or compensation in a transaction. This clause outlines the number and type of shares to be issued, the timing of issuance, and any conditions that must be met before the stock is delivered to the recipient. For example, in a merger or acquisition, the seller may receive shares in the acquiring company instead of, or in addition to, cash. The core function of this clause is to ensure both parties understand the terms and mechanics of stock-based payments, thereby reducing ambiguity and potential disputes regarding the transfer of equity as consideration.
Issuance of Stock Consideration. Upon issuance of the Stock Consideration in accordance with the terms of this Agreement, the Stock Consideration, will be duly and validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof (other than those arising from applicable securities Laws) and will be issued in compliance with applicable federal and state securities Laws, with the holders being entitled to all rights accorded to a holder of Parent Common Stock.
Issuance of Stock Consideration. Duly issue and deliver to the Seller an original certificate representing the Stock Consideration.
Issuance of Stock Consideration. The issuance of the Closing Stock Consideration has been duly authorized by OEG and, when the Stock Consideration has been delivered in accordance with this Agreement on the Closing Date, the Stock Consideration will have been validly issued, fully paid and non-assessable and free from all preemptive or similar rights, Taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of OEG Common Stock. The offer and issuance by OEG of the Stock Consideration is exempt from registration under the Securities Act.
Issuance of Stock Consideration. The Stock Consideration shall be issued at the Closing as restricted common stock in the amounts and in the names of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ (in his personal capacity) and the Company’s broker as specified on the Payment Schedule, on behalf of the Members. The Company’s irrevocable instructions to its transfer agent to issue certificates for the Stock Consideration shall be deemed issuance of such Stock Consideration for purposes of this Agreement. The Members acknowledge that, because the Stock Consideration constitutes restricted common stock, it is not eligible for resale until the applicable holding period under Rule 144 of the Securities Act of 1933, as amended (“Rule 144”), has expired. The certificates for the Stock Consideration shall bear restrictive legends consistent with the foregoing sale limitations. The Purchaser may require customary certifications and legal opinions from and on behalf of the holders of the Stock Consideration concerning the availability of Rule 144 as a condition to authorizing the removal of such restrictive legends from the certificates representing Stock Consideration. Further, the Members acknowledge and agree that the Stock Consideration is subject to the limitations on sale as set forth in Section 7.3 of this Agreement, and the limitations imposed by applicable securities laws generally.
Issuance of Stock Consideration. The issuance of the Closing Stock Consideration and any CUI Common Stock to be issued pursuant to Section 1.04 (together, the “Stock Consideration”) has been duly authorized and, when the Stock Consideration has been delivered in accordance with this Agreement on the Closing Date, the Stock Consideration will have been validly issued, fully paid and non-assessable and free from all preemptive or similar rights, Taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Buyer’s Common Stock. The offer and issuance by Buyer of the Stock Consideration is exempt from registration under the Securities Act.
Issuance of Stock Consideration. The Stock Consideration shall be issued at the Closing as restricted common stock in the amounts and in the name of C▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (in his personal capacity) and Higher Love Wellness Company, LLC. The Company’s irrevocable instructions to its transfer agent to issue certificates for the Stock Consideration shall be deemed issuance of such Stock Consideration for purposes of this Agreement. The Sellers acknowledge that, because the Stock Consideration constitutes restricted common stock, it is not eligible for resale until the applicable holding period under Rule 144 of the Securities Act of 1933, as amended (“Rule 144”), has expired. The certificates for the Stock Consideration shall bear a restrictive legend consistent with the foregoing sale limitation. The Purchaser may require customary certifications and legal opinions from and on behalf of the holder of the Stock Consideration concerning the availability of Rule 144 as a condition to authorizing the removal of such restrictive legend from the certificate representing Stock Consideration. Further, the Sellers acknowledge and agree that the Stock Consideration is subject to the limitations on sale as set forth in Section 7.3 of this Agreement, and the limitations imposed by applicable securities laws generally.
Issuance of Stock Consideration. The Company shall issue to the Seller the Stock Consideration upon the terms and conditions set forth in the Stock Issuance Agreement, a form of which is attached hereto as EXHIBIT 2.06.
Issuance of Stock Consideration. The Stock Consideration shall be issued by the Buyer to the Shareholders as follows: on the Initial Closing, the Buyer shall issue to Sellers two million (2,000,000) newly-issued Buyer Shares.
Issuance of Stock Consideration. The unregistered Parent Common Shares issued as Merger Consideration shall be, when issued, (i) duly authorized, validly issued, fully paid and non-assessable, and (ii) free of preemptive rights or other Encumbrances created by any Person, except for restrictions on transfer under the 1933 Act and applicable U.S. federal and state securities laws. Subject to the completion of the Merger in accordance with the provisions of this Agreement, the issuance by Parent of the Parent Common Shares in connection with the Merger is exempt from (a) the registration requirements of the 1933 Act and applicable U.S. state securities Laws, and (b) the prospectus and registration requirements under Applicable Canadian Securities laws pursuant to Section 2.11(a) of National Instrument 45-106 – Prospectus and Registration Exemptions.
Issuance of Stock Consideration. Subject to any adjustments provided for herein, the aggregate consideration to be delivered, or caused to be delivered, by AURUM to Transferees, in full consideration for the transfer of control of the Company (the “Stock Consideration”) shall be 10% of HLLK common stock (the “Adjusted Common Stock Percentage”) after such time that AURUM restructures the Company through one or more of the following, to include, but not be limited to: merger, acquisition, reverse stock split, or other such transaction, and include an anti dilution agreement (the “Anti Dilution Agreement”) (Attachment B) to run concurrent with issuance date of the Stock Consideration. Cash Consideration. M▇▇▇▇▇ shall receive Seventy Thousand Dollars ($70,000.00) in cash as partial consideration for the transfer of control of the Company, and as partial repayment of debts owed to M▇▇▇▇▇ by the Company (the “Cash Consideration”).