Stock Consideration Clause Samples

Stock Consideration. 9.12(m) Stockholder Approvals................................. 2.08

Stock Consideration. The Seller acknowledges that the issuance of the shares in payment of the Stock Consideration has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and that such shares therefore may not be resold without compliance with the registration requirements of Securities Act or an applicable exemption therefrom. Such shares are being or will be acquired by the Seller solely for its own account and without a view to distribution within the meaning of the Securities Act. Except as provided in the Disclosure Schedule, none of the shares issued in payment of the Stock Consideration will be, directly or indirectly, offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of except in compliance with the Securities Act and the rules and regulations thereunder. Seller acknowledges that the certificates representing the shares to be issued to Seller in payment of the Stock Consideration shall bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE WERE NOT ISSUED IN A TRANSACTION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED HEREBY HAVE BEEN ACQUIRED WITHOUT A VIEW TO DISTRIBUTION WITHIN THE MEANING OF THE 1933 ACT AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS OR, IN THE OPINION OF COUNSEL TO THE ISSUER OR AN OPINION OF COUNSEL TO THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER, IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND SUCH LAWS.

Stock Consideration a) In accordance with the Employment Agreement and in consideration of the waiver and release of claims set forth in Section 1 above, and in exchange for executing this Agreement, the Company agrees to issue to Executive 1,785,096 shares of the Company’s common stock (“Stock Consideration”) in exchange for the Outstanding Amount. b) Furthermore, Executive agrees that the Stock Consideration issued pursuant to this Agreement will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. c) The Stock Consideration defined herein this Section 2 is hereby accepted by the Executive in full, fair and reasonable satisfaction of the Outstanding Amount.

Stock Consideration. The Stock Consideration will be fully paid and validly issued and Parent’s counsel shall have delivered an opinion, in form and substance reasonably acceptable to Seller and customary for transactions of this nature, with respect to the issuance of the Stock Consideration. The Parent Common Stock shall be publicly listed on the NYSE effective as of the Closing Date and there shall have been no suspension of trading of Parent Common Stock between the date of this Agreement and the Closing Date.

Stock Consideration. The Stock Consideration when issued, and the Parent Common Stock issuable upon conversion of the Stock Consideration, will be duly authorized, fully paid and non-assessable and not subject to any preemptive rights.

Stock Consideration. The issuance of the Stock Consideration to the Seller has been duly authorized and, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable.

Stock Consideration. 1.4(d)(ii) Stock Election.................................................... 1.4(d)(ii) Stock Election Shares............................................. 1.4(d)(ii) Stock Issuance.................................................... 4.3(a) Subsidiary........................................................ 3.1(c) Surviving Corporation.............................................

Stock Consideration. (i) Only Zeekr Shares, including Zeekr Shares represented by Zeekr ADSs (together with the Zeekr ADSs representing such Zeekr Shares) but excluding any Excluded Shares, Dissenting Shares and Purported Dissenting Shares issued and outstanding immediately prior to the Effective Time with respect to which a valid Stock Election has been made pursuant to Section 2.2 will be exchanged into the right to receive the Stock Consideration pursuant to the terms of this Agreement (such Zeekr Shares, the “Stock Election Shares”). All the other Zeekr Shares, including such other Zeekr Shares represented by Zeekr ADSs (together with the Zeekr ADSs representing such other Zeekr Shares) (other than any Excluded Shares, Dissenting Shares and Purported Dissenting Shares) will be exchanged into right to receive the Cash Consideration pursuant to the terms of this Agreement (such Zeekr Shares, the “Cash Election Shares”). (ii) As soon as practicable and in any event within five (5) Business Days after the Effective Time, Geely shall cause the Hong Kong Share Registrar to (A) with respect to any Stock Election Shares (other than the Stock Election Shares represented by Zeekr ADSs), (x) issue to each registered holder of such Stock Election Shares as of immediately prior to the Effective Time, the applicable Stock Consideration payable in exchange therefor, and (y) mail to (or make available for collection at the Hong Kong Share Registrar’s office by) such registered holder the original share certificate representing such Stock Consideration in the name of such registered holder and (B) with respect to Stock Election Shares represented by Zeekr ADSs (together with such Zeekr ADSs), (x) issue to the Depositary or its designated Person, the applicable Stock Consideration payable in exchange therefor and mail to (or make available for collection at the Hong Kong Share Registrar’s office by) the Depositary or its designated Person the original share certificate representing such Stock Consideration issued in the name of the Depositary or its designated Person, or (y) otherwise make available to the Depositary or its designated Person the applicable Stock Consideration payable in exchange therefor through such alternative arrangement as may be agreed with the Depositary and reasonably acceptable to Zeekr, in each case of (A) and (B), without any interest. (iii) Prior to the Effective Time, Geely and Zeekr shall establish procedures with the Depositary such that against the issuance o...

Stock Consideration. At the Closing, Purchaser will issue and deliver to Seller 28,193,900 shares of Private Stock (“Stock Consideration”), subject to adjustment as provided in Section 4(b) below.