Issuance of the Acquired Shares Sample Clauses

The "Issuance of the Acquired Shares" clause defines the process by which a company will issue new shares to a buyer or investor as part of a transaction. Typically, this clause outlines the number and type of shares to be issued, the timing of the issuance, and any conditions that must be met before the shares are delivered, such as payment of the purchase price or satisfaction of closing conditions. Its core practical function is to ensure that both parties clearly understand when and how ownership in the company will be transferred, thereby reducing the risk of disputes and ensuring a smooth completion of the transaction.
Issuance of the Acquired Shares. (a) The Acquired Shares and the Warrant to be issued hereunder are duly authorized and, upon payment and issuance in accordance with the terms hereof and thereof, shall be free from all taxes, Liens and charges with respect to the issuance thereof. As of the Closing Date, the Company has authorized and has reserved free of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued shares of Class A Common Stock equal to one hundred percent (100%) of the aggregate number of shares of Class A Common Stock to effect the conversion of the Acquired Shares (the “Conversion Shares”) and one hundred percent (100%) of the aggregate number of shares of Class A Common Stock to effect the exercise of the Warrant (the “Warrant Shares”). All actions by the Board, the Company and its stockholders necessary for the valid issuance of the Acquired Shares and the Warrant, and the Conversion Shares and the Warrant Shares pursuant to the terms of the Series I Preferred Stock and the Warrant, respectively, has been taken. (b) The Conversion Shares and Warrant Shares, when issued and paid for upon conversion of the Acquired Shares and Warrant, respectively, will be validly issued, fully paid and nonassessable and free from all taxes, Liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Class A Common Stock. Assuming the accuracy of each of the representations and warranties set forth in Article III hereof, the issuance by the Company to the Purchaser of the Acquired Shares and the Warrant is exempt from registration under the Securities Act.
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Issuance of the Acquired Shares. The Acquired Shares to be issued hereunder are duly authorized and, upon payment and issuance in accordance with the terms hereof, shall be fully paid and nonassessable and are free from all taxes, Liens and charges with respect to the issuance thereof.
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Issuance of the Acquired Shares. (a) The Acquired Shares to be issued hereunder are duly authorized and, upon payment and issuance in accordance with the terms hereof, shall be free from all taxes, Liens and charges with respect to the issuance thereof. As of the Closing, the Company has authorized and reserved for issuance out of the Company’s Class A Common Stock, par value $.001 per share (the “Class A Common Stock”) 600,000 shares (the “Conversion Shares”), to be issued to the Purchaser upon conversion of the Acquired Shares. All actions by the Board, the Company and its stockholders necessary for the valid issuance of the Acquired Shares and the Conversion Shares pursuant to the terms of the Series G Preferred Stock has been taken. (b) The Conversion Shares, when issued and paid for upon conversion of the Acquired Shares, will be validly issued, fully paid and nonassessable and free from all taxes, Liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Class A Common Stock. Assuming the accuracy of each of the representations and warranties set forth in Article III hereof, the issuance by the Company to the Purchaser of the Acquired Shares is exempt from registration under the Securities Act.
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Issuance of the Acquired Shares. Upon transfer of the Exchange Notes as contemplated hereunder, the Acquired Shares will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under applicable federal and state securities laws and under Section 6(b) hereof or any Liens created or imposed by the Noteholder.
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Related to Issuance of the Acquired Shares

  • Purchase and Issuance of the Units For the aggregate sum of $3,000,000 (the “Initial Purchase Price”), upon the terms and subject to the conditions of this Agreement, the Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Purchaser, on the Closing Date (as defined in Section 1.2) 300,000 Initial Units at $10.00 per Initial Unit. In addition to the foregoing, the Purchaser hereby agrees to purchase up to an additional 30,000 Additional Units at $10.00 per Additional Unit for a purchase price of up to $300,000 (the “Additional Purchase Price” and together with the Initial Purchase Price, the “Purchase Price”). The purchase and issuance of the Additional Units shall occur only in the event that the Over-Allotment Option is exercised in full or part. The total number of Additional Units to be purchased hereunder shall be in the same proportion as the amount of the Over-Allotment Option that is exercised. Each purchase of Additional Units shall occur simultaneously with the consummation of any portion of the Over-Allotment Option.

  • Valid Issuance of the Units The Units to be purchased by the Underwriters from the Partnership have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Partnership pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-607 and 17-804 of the Delaware LP Act).

  • Acquired Shares Any Shares or other voting securities of the Bank with respect to which beneficial ownership is acquired by Shareholder or its affiliates, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such Shares or upon exercise or conversion of any securities of the Bank, if any, after the date hereof shall automatically become subject to the terms of this Agreement.

  • Issuance of Units By executing the Reference Trust Agreement and receipt for deposited Securities, the Trustee will thereby acknowledge receipt of the deposit of the Securities listed in the Schedules to the Reference Trust Agreement and referred to in Section 2.01 hereof, and simultaneously with the receipt of said deposit, has recorded on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units specified in the Reference Trust Agreement and has delivered, or on the order of the Depositor will deliver, in exchange for such Securities, cash or a Letter of Credit, documentation evidencing the ownership of the number of Units specified or, if requested by the Depositor, the ownership by DTC of all such Units and will cause such Units to be credited at DTC to the account of the Depositor or, pursuant to the Depositor's direction and as hereafter provided, the account of the issuer of the Letter of Credit referred to in Section 2.01. The number of Units in a Trust may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder of such Trust, which revised number of Units shall be recorded by the Trustee on its books. Effective as of the Evaluation Time on October 1, 2014, in the event that the aggregate value of Securities in the Trust has increased since the evaluation on September 30, 2014, the Trustee shall issue such number of additional Units to the Unitholder of outstanding Units as of the close of business on October 1, 2014, that the price per Unit computed as of the Evaluation Time on October 1, 2014, plus the maximum applicable sales charge shall equal approximately $10 per Unit (based on the number of Units outstanding as of said Evaluation Time, including the additional Units issued pursuant to this sentence); in the event that the aggregate value of Securities in the Trust Fund has decreased since the evaluation on September 30, 2014, there will be a reverse split of the outstanding Units, and said Unitholder will surrender to the Trustee for cancellation such number of Units, that the price per Unit computed as of the Evaluation Time on October 1, 2014, plus the maximum applicable sales charge shall equal approximately $10 per Unit (based on the number of Units outstanding as of said Evaluation Time, reflecting cancellation of Units pursuant to this sentence). The Trustee hereby agrees that on the date of any deposit of additional Securities pursuant to Section 2.05 it shall acknowledge that the additional Securities identified therein have been deposited with it by recording on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units to be issued in respect of such additional Securities so deposited. (24) Section 2.01 is hereby amended and replaced in its entirety with the following:

  • Valid Issuance of the Shares The Shares, when issued and delivered in accordance with the terms of this Agreement, for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable.