Buyer's Common Stock. As and when required by the provisions of this Agreement and subject to the terms and conditions hereof, Buyer will reserve for issuance and issue shares of Buyer's Common Stock. The shares of Buyer's Common Stock to be issued in accordance with this Agreement will have been duly authorized and, upon such issuance, will be validly issued, fully paid and nonassessable.
Buyer's Common Stock. The Shares to be issued in connection with this Agreement will, upon such issuance and delivery to Seller, be duly authorized, validly issued, fully paid and nonassessable, and free of any preemptive rights.
Buyer's Common Stock. At Closing, Buyer shall issue twenty million three hundred seventy (20,370,000) “restricted shares” (as that term is defined in Rule 144 of the Securities Act of 1933; the “Act”) of Buyer’s Common Stock which shall constitute forty percent (40%) of the issued and outstanding Common Stock of Buyer (the “Shares”). The Shares will be issued, at Closing, to those shareholders of Seller set forth on Schedule 2.1 (the “Shareholders”). Each Shareholder shall receive shares of Buyer’s Common Stock for each share of Seller’s Common Stock owned by the Shareholder. All fractional shares of Seller’s Common Stock issued in conjunction with this Agreement shall be rounded up to the next whole share number;
Buyer's Common Stock. At Closing, Buyer shall issue eleven million two hundred eighty thousand seven hundred seventy-four (11,280,774) shares of Buyer's Common Stock. The shares will be issued, at Closing, to those shareholders of Seller set forth on Schedule 2.1 (the "Shareholders"). Each certificate shall carry a restrictive legend. The shares will not be registered. Each Shareholder shall receive 3.45 shares of Buyer's Common Stock for each share of Seller's Common Stock owned by the Shareholder. All fractional shares of Seller's Common Stock issued in conjunction with this Agreement shall be rounded up to the next whole share number;
Buyer's Common Stock. Each share of Buyer's Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into one share of Common Stock, no par value, of the Surviving Corporation.
Buyer's Common Stock. Stock certificates (or other evidence of issuance of the Exchange Ratio Consideration reasonably acceptable to Seller) representing shares of common stock of the Buyer consisting of the Exchange Ratio Consideration shall be issued and delivered to Seller free and clear of any and all Encumbrances (other than those arising under securities laws);
Buyer's Common Stock. The common stock of Buyer to be issued as the Common Stock Consideration shall be duly authorized, validly issued, fully paid and nonassessable when issued. The common stock issued as the Common Stock Consideration will either be: (a) issued in a transaction exempt from registration under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), and under applicable state securities laws, if any; or (b) registered under the Securities Act and under applicable state securities laws. Assuming that the persons to whom the Common Stock Consideration will be issued will not be "affiliates" (as defined in Rule 405 of the Securities Act) of Buyer, such common stock shall not constitute "restricted securities" within the meaning of the Securities Act and shall bear no legends or other restrictions on transfer whatsoever; provided that, in the event that Buyer elects to file with the Securities and Exchange Commission (the "SEC") a resale registration statement (the "Resale Registration Statement") pursuant to Rule 415 of the Securities Act, the persons to whom the Common Stock Consideration will be issued have provided to Buyer the representations and warranties required by Section 5.14(b) below."
Buyer's Common Stock. At the Closing, Buyer shall deliver to -------------------- Waters Common Stock with a market value of One Million One Hundred Twenty- Three Thousand Dollars ($1,123,000) (the "Purchase Shares"). The number of Purchase Shares to be delivered to Waters constituting a market value of $1,123,000 will be the number of shares of Buyer's Common Stock valued at Average Closing Price which have an aggregate Average Closing Price equal to One Million One Hundred Twenty-Three Thousand Dollars ($1,123,000). No fractional shares will be issued. With respect to any fractional share, Buyer shall pay to Waters an amount in cash equal to such fraction.
Buyer's Common Stock. The Buyer's Common Stock to be issued hereunder will be validly issued, fully paid and non-assessable and will not be issued in violation of any preemptive or similar rights. The Buyer's Common Stock will be issued in compliance with all federal and state securities laws, and will be free from taxes, liens, and Encumbrances.
Buyer's Common Stock. The issuance and delivery by Buyer of shares of Buyer's Common Stock in connection with the Base Purchase Price and the Additional Purchase Price will be, at the Closing, or at the Revenue Payment Date, as applicable, duly and validly authorized by all necessary corporate action on the part of Buyer. The shares of Buyer's Common Stock to be issued will, when issued and delivered to Seller in accordance with this Agreement, be validly issued, fully paid and non-assessable, and free and clear of all liens, claims and Encumbrances.
