Common Stock Issuance. As additional consideration for the Buyer loaning the Purchase Price to the Company, the Company shall issue the Buyer 28,000 shares of Common Stock of the Company upon execution hereof (the “Common Stock Issuance”).
Common Stock Issuance. In consideration for the Promotional Services to be provided hereunder, About shall issue to PRIMEDIA735,802 shares of common stock of About, par value $.001 per share on the date hereof with an aggregate value equal to $14,900,000 (the "Common Stock"). The Common Stock shall be issued to PRIMEDIA promptly upon the execution of this Agreement. The Common Stock shall be duly authorized, validly issued and non-assessable. Within five (5) business days of the date of this Agreement, About shall execute a customary registration rights agreement in a form reasonably satisfactory to About and PRIMEDIA providing PRIMEDIA with piggyback rights for the Vested Portion of the Common Stock (including standard cut-backs) except in respect of registration on Form S-8 or registrations for issuing stock in the context of an acquisition.
Common Stock Issuance. Buyer will immediately issue at closing, Common Stock to the Shareholders based upon the total asset book value of the Company established based on the Closing Balance Sheet divided by Buyer’s closing share price at the last business day before the execution of this Agreement.
Common Stock Issuance. All references to numbers of shares of common stock herein shall refer to shares of common stock the Company, or, in the event the Company is acquired by any public company, of such acquiring company after giving effect to all stock splits effective on or prior to the date which is 30 days following the acquisition of the Company by any such publicly traded company.
Common Stock Issuance. As consideration for the license grant in Section 2 above, the Licensee agrees to issue to Licensor 210,000,000 shares of newly-issued shares of common stock of Licensee, par value $.0001 per share (the “Common Stock”), which Licensee represents and warrants constitutes seventy percent (70%) of the issued and outstanding shares of capital stock Licensee as of the Effective Date. The capital structure of Licensee is that there are 500 million shares of capital stock authorized for issuance, 450 million being designated Common Stock, and 50 million shares being designated Preferred Stock. There are no outstanding shares of Preferred Stock and no agreement to issue any Preferred Stock. The outstanding shares of Common Stock of Licensee not including the 210,000,000 shares referred to above are owned by The OZ Corporation or its Affiliates, 60,000,000 in total, with a small number of shares being held by Xxx Xxxxxx, CEO, and a certain Xxxxxx X. Xxxxxxx, a person not Affiliated with the Parties (together representing less than 2% of the currently outstanding capital stock). The shares of Common Stock so issued will not have any special rights or privileges, such as dilution protection or special voting rights, except as expressly set forth in Section 3.1(b) below. The shares of Common Stock will be issued to Licensor pursuant to the terms of that certain Stock Purchase Agreement attached hereto as Exhibit B and incorporated herein and made a part hereof. The shares of Common Stock will be reserved for issuance by Licensee but not issued as aforesaid pending the completion of the lab testing to be performed pursuant to Section 3(c) below, the results from which must meet or exceed previously made representations of the Inventors and Licensor as to efficacy and costs and otherwise be reasonably acceptable to Licensee relative to its business and profit goals with respect to the Technology Rights. The Common Stock to be issued to Licensor will be issued subject to forfeiture or non-issuance in the event the lab testing referred to in Section 3(c) below does not meet or exceed the prior representations and warranties of Licensor as to efficacy, as set forth more fully in Exhibit D referenced in Section 3(c) below, such forfeiture to be proportional to the actual efficacy compared to the promised efficacy represented by Licensor. For illustration purposes only, should the lab testing show efficacy that is 50% of the promised efficacy, then Licensee will only be obli...
Common Stock Issuance. In consideration for the Promotional Services to be provided hereunder, About shall issue to PRIMEDIA 1,613,445 shares of common stock of About, par value $.001 per share with an aggregate value equal to $57,600,000 (the "Common Stock"). The Common Stock shall be issued to PRIMEDIA within five (5) business days of the date of which the applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 as amended has expired or been terminated. ("HSR Approval"). The Common Stock shall be duly authorized, validly issued and non-assessable. Within five (5) business days of HSR approval, About shall execute a customary registration rights agreement in a form reasonably satisfactory to About and PRIMEDIA providing PRIMEDIA with piggyback rights for the Vested Portion of the Common Stock (including standard cut-backs) except in respect of registration on Form S-8 or registrations for issuing stock in the context of an acquisition. The parties shall use their good faith reasonable commercial efforts to obtain promptly HSR Approval.
Common Stock Issuance. On the Execution Date, Seller and Purchaser shall enter into the Stock Purchase Agreement and, on the Closing Date, subject to the accuracy of the representations and warranties of Seller set forth in the Stock Purchase Agreement with respect to federal and state securities laws, Purchaser shall deliver to Seller a stock certificate, issued in the name of Seller or Seller's designee, evidencing One Million Two Hundred Fifty Thousand (1,250,000) shares of Common Stock, subject to adjustment as set forth in the Stock Purchase Agreement (the "Equity Payment").
Common Stock Issuance. Any shares of Common Stock issued upon conversion of Series C Preferred Stock shall be (i) duly authorized, validly issued and fully paid and nonassessable and (ii) shall rank pari passu with the other shares of Common Stock outstanding from time to time.
Common Stock Issuance. As additional consideration for the Buyer loaning the Purchase Price to the Company, the Company shall issue to the Buyer or its designees, 37,500 shares of the Company’s common stock within three business days of the Closing Date.
Common Stock Issuance. Under the terms of paragraph 10.1 of each of the Purchase Agreements, CEMI is obligated to cause the issuance of additional shares of Common Stock or to pay additional cash to the Noteholders under certain circumstances. The Company agrees to reserve sufficient shares to satisfy any such obligations, to list such shares of Common Stock with the New York Stock Exchange as provided herein and to include such shares in the Shelf Registration Statement. If CEMI does not satisfy the obligations under paragraph 10.1 of any Purchase Agreement by issuing the required shares of Common Stock or paying the required amount of cash, the Company will issue the number of shares of Common Stock directly to the appropriate Noteholder required to satisfy such obligations under the appropriate Purchase Agreement.
