Issue of the Shares Sample Clauses

The 'Issue of the Shares' clause defines the process by which a company will create and allocate new shares to investors or other parties. Typically, this clause outlines the number 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 subscription price or completion of regulatory filings. Its core practical function is to ensure that all parties understand when and how ownership interests in the company will be granted, thereby providing clarity and reducing the risk of disputes regarding share allocation.
Issue of the Shares. (the Closing) shall take place at the offices of the Company’s Lawyers on the date hereof, or at such other time and on such other date as the Company and Investor may agree in writing.
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Issue of the Shares. Subject to the terms and conditions hereof, the Company has authorized, from time to time the, issuance, of 150,000 shares for $6.50 per share under a Common Stock Purchase Agreement dated April 15, 1995 between the Company and Jame▇ ▇. ▇▇▇▇▇▇▇▇; ▇▇us 22,500 shares as an adjustment for delay in registration of shares without additional payment therefor. The Company acknowledges receipt of the $975,000 purchase price for an aggregate of 172,500 Shares (allocated as provided in Section 9 hereof), for an average purchase price of approximately $5.6521739 in cash for each Share. The purchase price is or was payable upon the execution and delivery of this Purchase Agreement.
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Issue of the Shares. 2.1. To implement the resolution to issue the Shares and the agreement entered into between the Company and the Acquirer in this respect, the Company hereby issues the Shares to the Acquirer, under the obligation of the Acquirer to fulfil the Payment Obligation. 2.2. The Shares are numbered [•] up to and including [•]. 2.3. The Company declares that it is not a body as referred to in article 4 of the Legal Transactions Tax Act (Wet op belastingen van rechtsverkeer).
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Issue of the Shares. The Shares, once issued and duly paid for, will be common shares of the share capital of the Issuer validly issued and outstanding as fully paid and non-assessable and will represent [PERCENTAGE %] percent of all issued and outstanding equity and voting shares of the Issuer.
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Issue of the Shares. In accordance with the provisions of section 2:86 Civil Code and the resolution to issue the Shares, Marine Harvest hereby issues the Shares to Stolt under the obligation for Stolt to pay up the Shares in cash.
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Issue of the Shares. (i) the directors confirm for the purpose of the Act that in respect of any Share issued for anything other than cash consideration, the amount to be credited for that Share is not less than the reasonable present cash value of the non- monetary consideration; (ii) subject to receipt of the relevant payment in full from the Investor, the Company shall issue the relevant Shares to the Investor credited as fully paid; (iii) the Company’s transfer agent is authorised and instructed to make all necessary entries in the Company’s register of shareholders to record the issue of the relevant Shares to the Investor; (iv) if the Investor requests one, a share certificate is to be issued to the Investor; and (v) any Authorised Person or the Company’s registered agent is authorised to execute on behalf of the Company (under hand or seal) and deliver any share certificate noted above;
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Related to Issue of the Shares

  • Issuance of the Shares The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

  • Sale of the Shares Upon execution of this Agreement (the “Closing”), subject to the terms and conditions herein set forth, and on the basis of the representations, warranties and agreements herein contained, SELLER shall sell to PURCHASER, and PURCHASER shall purchase from SELLER, the Shares.

  • 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.

  • Purchase of the Shares (a) Buyer and Seller agree that the aggregate value of the Company is $17,691,710.65 (the “Closing Consideration”). Additionally, the outstanding indebtedness of the Company and its Subsidiaries listed on Schedule 1.1(a) (the “Assumed Indebtedness”) shall remain as an obligation of the Company or its Subsidiaties (as applicable) to be repaid and/or converted following the Closing; provided in all cases that such the principal amount of such Assumed Indebtedness shall under no circumstances exceed $11,161,711 in the aggregate. (b) Subject to the terms and conditions set forth in this Agreement, at the Closing, Buyer shall purchase and acquire from Seller, and Seller shall sell, convey, assign, transfer and deliver to Buyer, the Shares, free and clear of any and all Encumbrances, except as listed on Schedule 2.20. In consideration for the Shares, Seller will be paid and will receive the Closing Consideration in the form of the issuance of 8,945,205 shares of the Buyer’s common stock, par value $0.001 per share (the “Buyer Common Stock”) at $0.73 per share. The Buyer Common Stock issued pursuant to this Agreement will not be registered under the Securities Act of 1933, as amended, by reason of a specific exemption from the registration provisions of the Securities Act, which depends, in part, upon the accuracy of the Seller’s representations as expressed in this Agreement will be “restricted securities” under applicable U.S. federal securities Laws and may be disposed of only pursuant to an effective registration statement under the Securities Act or an exemption from registration under the Securities Act. The shares of Buyer Common Stock issued pursuant to this Agreement shall be characterized as “restricted securities” under the Securities Act and, if certificated, shall bear the following legend (or if held in book entry form, will be noted with a similar restriction): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE RESOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR THE AVAILABILITY OF AN WITHOUT AN EXEMPTION UNDER THE SECURITIES ACT.

  • Issuance of the Shares; Registration The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized unissued shares the maximum number of Ordinary Shares issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on May 28, 2024 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement eligible to use Form F-3. The Company is eligible to use Form F-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.5 of Form F-3.