ACQUISITION SHARE ISSUANCE Sample Clauses

ACQUISITION SHARE ISSUANCE. Immediately upon the Closing, HTAG shall issue the acquisition shares and cancel certain other shares, as follows: HTAG Issued 2,291,836 ----------- ---------- Share Cancellation 1,188,088 ------------------ ---------- Subtotal 1,103,748 -------- ---------- Acquisition Share Issuance 67,000,000 -------------------------- ---------- Resulting Total 68,103,748 --------------- ----------
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ACQUISITION SHARE ISSUANCE. Immediately upon the Closing, HEXC shall issue the acquisition shares and cancel certain other shares, as follows: HEXC Issued 405,800 ----------- ------- Share Cancellation 380,000 ------------------ ------- Subtotal 25,800 ------------ ------ Acquisition Share Issuance 50,000,000 -------------------------- ---------- Resulting Total 50,025,800 ------------------- ----------
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ACQUISITION SHARE ISSUANCE. Immediately upon the Closing, XCEN shall issue the acquisition shares and cancel certain other shares, as follows (all share figures are in post-reverse split numbers): XCEN Issued 2,112,404 ---------------------------- ----------- Share Cancellation (1,560,000) ---------------------------- ----------- Subtotal 552,404 ---------------------------- ----------- Acquisition Share Issuance 70,000,000 ---------------------------- ----------- Resulting Total 70,552,404 ---------------------------- -----------
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ACQUISITION SHARE ISSUANCE. Immediately upon the Closing, XXXX shall issue the acquisition shares and cancel certain other shares, as follows: XXXX Issued 13,915,000 ---------------------------- ---------- Share Cancellation 11,000,000 ---------------------------- ---------- Subtotal 2,915,000 ---------------------------- ---------- Acquisition Share Issuance 55,000,000 ---------------------------- ---------- Resulting Total 57,915,000 ---------------------------- ----------
Sample 1
ACQUISITION SHARE ISSUANCE. At the Closing, Mx. Xxxxxx shall deliver 9,884,730 shares of Common Stock of EFLS for cancellation, and EFLS shall issue the shares specified to the persons identified in 1.8(iv) above. The above purchase and issuance will give the MMV Shareholders a 'controlling interest' in EFLS representing approximately 70% of the issued and outstanding shares of Common Stock. All parties to this agreement shall deliver true and correct shareholder lists to the other at Closing.
Sample 1
ACQUISITION SHARE ISSUANCE. Immediately upon the Closing, XXXX shall issue the acquisition shares and cancel certain other shares, as follows: XXXX Issued 13,915,000 Share Cancellation 11,000,000 Subtotal 2,915,000 Acquisition Share Issuance 55,000,000 Resulting Total 57,915,000
Sample 1
ACQUISITION SHARE ISSUANCE. Immediately upon the Closing, BMX shall issue 17,440,000 new investment shares of Common Stock of BMX to the Panache Members in exchange for 100% of the Capital Shares of Panache, and, as a result, the then outstanding common shares shall be as follows: BMX Issued and outstanding 4,914,500 Acquisition Share Issuance 17,440,000 Resulting Total 22,354,500 The above purchase and issuance along with the purchase of Mxxxxxx Xxxxxxxxxxx’x common shares will give the Panache Members a 'controlling interest' in BMX representing approximately 90% of the issued and outstanding shares of Common Stock. All parties to this agreement shall deliver true and correct shareholder lists to the other at Closing.
Sample 1
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ACQUISITION SHARE ISSUANCE. Immediately upon the Closing, MSAH shall issue to the HCP Shareholders 32,800,000 new investment shares of Common Stock of MSAH and transfer 3,535,000 shares of MSAH preferred stock (10 for 1) to the HCP Shareholders in exchange for 100% of the capital stock of HCP, which will give HCP an interest in MSAH representing approximately 99.38% of the issued and outstanding shares on a fully diluted basis. All parties to this agreement shall deliver true and correct shareholder lists to the other at Closing.
Sample 1
ACQUISITION SHARE ISSUANCE. Immediately upon the Closing, RDSH shall issue to the ELP Shareholders 500 new investment shares of Common Stock of RDSH to the ELP Shareholders in exchange for 100% of the capital stock of ELP, which will give ELP an interest in RDSH representing less than 1% of the then issued and outstanding shares on a fully diluted basis.
Sample 1

Related to ACQUISITION SHARE ISSUANCE

  • Share Issuance Subject to the provisions of this Section, if the Borrower at any time shall issue any shares of Common Stock prior to the conversion of the entire principal amount of the Note (otherwise than as: (i) provided in Sections 2.1(c)A, 2.1(c)B or 2.1(c)C or this subparagraph D; (ii) pursuant to options, warrants, or other obligations to issue shares, outstanding on the date hereof as described in the Reports and Other Written Information, as such terms are defined in the Subscription Agreement (which agreement is incorporated herein by this reference); or (iii) Excepted Issuances, as defined in Section 12 of the Subscription Agreement; ((i), (ii) and (iii) above, are hereinafter referred to as the "Existing Option Obligations") for a consideration less than the Conversion Price that would be in effect at the time of such issue, then, and thereafter successively upon each such issue, the Conversion Price shall be reduced as follows: (i) the number of shares of Common Stock outstanding immediately prior to such issue shall be multiplied by the Conversion Price in effect at the time of such issue and the product shall be added to the aggregate consideration, if any, received by the Borrower upon such issue of additional shares of Common Stock; and (ii) the sum so obtained shall be divided by the number of shares of Common Stock outstanding immediately after such issue. The resulting quotient shall be the adjusted conversion price. Except for the Existing Option Obligations, for purposes of this adjustment, the issuance of any security of the Borrower carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in an adjustment to the Conversion Price upon the issuance of shares of Common Stock upon exercise of such conversion or purchase rights.

  • Acquisition Shares The Acquisition Shares when delivered to the Vendor shall be validly issued and outstanding as fully paid and non-assessable shares, subject to the provisions of this Agreement, and the Acquisition Shares shall be transferable upon the books of the Purchaser, in all cases subject to the provisions and restrictions of all applicable securities laws. Non-Merger and Survival

  • Share Issuances Subject to the provisions of this Section 2.6, if the Parent shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a Person other than the Holder (except (i) pursuant to Sections 2.6(a) or (b) above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Parent) for a consideration per share (the “Offer Price”) less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below. For purposes hereof, the issuance of any security of the Parent convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon the issuance of such securities. If the Parent issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: (A + B) + [((C – D) x B) / C] A = Total amount of shares convertible pursuant to the Notes B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • Pre-Closing Share Credit Within two (2) business days after the Advance Notice Date, the Company shall credit shares of the Company's Common Stock to the Investor's balance account with The Depository Trust Company through its Deposit Withdrawal At Custodian system, in an amount equal to the amount of the requested Advance divided by the closing Bid Price of the Company's Common Stock as of the Advance Notice Date multiplied by one point one (1.1). Any adjustments to the number of shares to be delivered to the Investor at the Closing as a result of fluctuations in the closing Bid Price of the Company's Common Stock shall be made as of the date of the Closing. Any excess shares shall be credited to the next Advance. In no event shall the number of shares issuable to the Investor pursuant to an Advance cause the Investor to own in excess of nine and 9/10 percent (9.9%) of the then outstanding Common Stock of the Company.

  • Purchase and Sale of the Private Placement Warrants (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 7,500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 600,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Trust Account in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

  • Purchase of Option Shares Subject to all the terms and conditions of this Agreement, the Company grants to the Representative on behalf of the Underwriters the Option to purchase, severally and not jointly, all or less than all of the Option Shares. The purchase price (net of discount and commissions) to be paid for each Option Share will be the same Purchase Price (net of discount and commissions) allocated to each Firm Share. The Option may be exercised in whole or in part at any time and from time to time on or before the 45th day after the date of this Agreement, upon written notice (the “Option Notice”) by the Representative to the Company no later than 12:00 noon, New York City time, at least one and no more than five business days before the date specified for closing in the Option Notice (the “Option Closing Date”) setting forth the aggregate number of Firm Shares to be purchased and the time and date for such purchase. Upon exercise of the Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Firm Shares specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares that, together with the number of Firm Shares, is set forth on Schedule A opposite such Underwriter’s name. For purposes of this Agreement, “business day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

  • Purchase and Sale of Common Shares and Warrants (a)Purchase of Common Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on the Closing Date (as defined below), the number of Common Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers, along with the Warrants to acquire up to that number of Warrant Shares as is set forth opposite such Buyer's name in column (5) on the Schedule of Buyers (the “Closing”).

  • Purchase and Sale of Preferred Shares and Warrants 1.1.1. On or prior to the Initial Closing, as hereinafter defined, the Company shall adopt and file the Certificate of Designation with the Secretary of State of the State of Delaware and authorize, execute and deliver the Warrant Agreement.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

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