Consideration Shares Sample Clauses

Consideration Shares. (a) Following execution of this Agreement, if required by the ASX Listing Rules, the Parent shall lodge an Appendix 3B with the ASX to announce the proposed issue of the Consideration Shares. (b) On or immediately following the Closing Date, the Parent shall do all such acts, matters and things that are necessary to procure the official quotation of the Consideration Shares on the ASX, including: (i) applying for official quotation of the Consideration Shares on the ASX by lodging an Appendix 2A, (ii) lodging with the ASX a cleansing notice in accordance with section 708A(5)(e) of the Corporations Act in respect of the Consideration Shares, (iii) causing its share registry to enter the Consideration Shares in the share register of the Parent; and (iv) requesting its share registry to issue to each Vendor a holding statement in respect of the relevant Consideration Shares. (c) If the number of Consideration Shares to be issued to a Vendor is not a whole number, then: (i) any fractional entitlement to Consideration Shares which is 0.5 or greater will be rounded up to the nearest whole number of Consideration Shares and (ii) any fractional entitlement to Consideration Shares which is less than 0.5 will be rounded down to the nearest whole number of Consideration Shares. Any difference in the Purchase Price resulting from such rounding will be reflected in accordance with the post-Closing adjustments pursuant to Section 2.7. (d) That portion of the Purchase Price payable in Consideration Shares which are issued to Insiders will be escrowed (i.e., prohibited from trading), held on the Issuer Sponsored Subregister and subject to a Holding Lock for a period of twelve (12) months after Closing (“Insider Share Escrow”) pursuant to the terms of this Agreement and an escrow restriction deed entered into between each Insider and the Parent (the “Insider Share Escrow Agreements”), substantially in the form attached as Schedule 2.5.3(D), hereto. (e) That portion of the Purchase Price payable in Consideration Shares which are issued to Investors will be escrowed (i.e., prohibited from trading), held on the Issuer Sponsored Subregister and subject to a Holding Lock for a period of three (3) months from Closing (“Investor Share Escrow”) pursuant to the terms of this Agreement and an escrow restriction deed entered into between each Investor and the Parent (the “Investor Share Escrow Agreements”), substantially in the form attached as Schedule 2.5.3(E), hereto. (f) During t...

Consideration Shares. All CONSIDERATION SHARES will be, when issued in accordance with this AGREEMENT, duly authorized, validly issued, fully paid and nonassessable.

Consideration Shares. (a) The Consideration Shares constitute “restricted securities” under the Securities Act and may not be transferred absent registration under the Securities Act or an exemption therefrom. Any such transfer shall be subject to compliance with applicable state securities Laws. (b) Each book-entry security entitlement representing any Consideration Shares (or any other securities issued in respect of such shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event) issued to or held by the Shareholders in accordance with the terms hereof shall bear the following legends (or substantially similar legends, in addition to any other legends required by law, the Buyer’s Organizational Documents or any other agreement to which the Shareholders are a party): “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.” “THE SECURITIES MAY NOT BE USED IN HEDGING TRANSACTIONS UNLESS IN COMPLIANCE WITH THE ACT AND ALL SUCH APPLICABLE LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE OR IN ACCORDANCE WITH REGULATION S OF THE ACT.” (c) Notwithstanding the foregoing, the Shareholders may transfer Consideration Shares in a transaction that does not constitute a sale under Rule 144 (i) to an Affiliate of the Shareholders or (ii) to any one or more partners, stockholders or members of the Shareholders; provided, however, that (A) the Shareholders shall give Buyer written notice prior to the time of such transfer stating the name and address of the transferee and identifying the shares being transferred to the transferee, and (B) if reasonably requested by ▇▇▇▇▇, such transferee shall agree in writing, in form and substance reasonably satisfactory to Buyer, to be bound by the provisions of this Section 2.10. Any such transfer of such shares pursuant to this Section 2.10(c) is referred to as a “Permitted Transfer,” and any such transferee of shares pursuant to this Section 2...

Consideration Shares. The Consideration Shares to be issued hereunder will, upon issue and delivery, be validly issued as fully-paid and non-assessable shares in the capital of the Purchaser, free of all restrictions on trading other than those required by applicable securities law or by the Exchange as set out in Section 2.5 hereof.

Consideration Shares. As of the Closing, all of the Consideration Shares shall be duly authorized, validly issued, fully paid and nonassessable, and not issued in violation of any preemptive or similar rights. Upon delivery to the Sellers of the certificates representing the Consideration Shares, the Sellers will acquire good and valid title to such Consideration Shares, free and clear of any Encumbrances, other than restrictions under applicable securities laws.

Consideration Shares. As of the Closing Date and upon completion of the Transaction, the Consideration Shares will be validly issued as fully paid and non-assessable.

Consideration Shares. 5.1 Except for the restrictions set out in this Agreement, the Consideration Shares shall rank pari passu in all respects with the existing shares of common stock of the Buyer, including the right to receive all dividends declared, made or paid after the Completion Date (save that they shall not rank for any dividend or other distribution declared made, or paid by reference to a record date before the Completion Date). 5.2 The Seller undertakes to the Buyer that the Seller shall not at any time before the expiry of the First Option Exercise Period (or, if the Buyer has exercised the Call Option within the First Option Exercise Period, the date of Option Completion as set out in the Exercise Notice) sell, transfer or otherwise dispose of, or create any Encumbrance over, any of the Consideration Shares (or any interest in them), or enter into any agreement to do so, except in accordance with clause 5.4. 5.3 In addition to the undertaking set out in clause 5.2, the Seller undertakes to the Buyer that he or it shall not at any time before the expiry of the Second Option Exercise Period (or, if the Buyer has exercised the Call Option in the Second Option Exercise Period, the date of Option Completion as set out in the Exercise Notice) sell, transfer or otherwise dispose of, or create any Encumbrance over, more than 50% of the Consideration Shares (or any interest in them), or enter into any agreement to do so, except in accordance with clause 5.4. 5.4 Nothing in clauses 5.2 and 5.3 shall prevent the Seller from selling, transferring or otherwise disposing of any Consideration Shares (or any interest in them): (a) in connection with any takeover of the whole of the shares of common stock of the Buyer which is recommended by a majority of the Buyer’s board of directors; (b) with the prior written consent of the Buyer; or (c) in accordance with clause 9.20 of this Agreement. 5.5 The Seller acknowledges and agrees that: (a) none of the Consideration Shares will be eligible under Rule 144 of the US Securities Act of 1933 (as amended) for the period upon which the restrictions in clause 5.2 apply; and (b) 50% of the Consideration Shares will not be eligible under Rule 144 of the US Securities Act of 1933 (as amended) for the period upon which the restrictions in clause 5.3 apply. 5.6 The Seller acknowledges and agrees that the Buyer will be granted and hold voting proxies on behalf of the Seller: (a) in respect of such number of the Consideration Shares (up to a maxi...

Consideration Shares. 7.3.1. The SELLER acknowledges that for a period of one year following the CLOSING (the "DISTRIBUTION COMPLIANCE PERIOD"), the SELLER shall not (a) engage in any activity for the purpose of, or which may reasonably be expected to have the effect of, conditioning the market in the United States for the CONSIDERATION SHARES or (b) unless such CONSIDERATION SHARES are registered under the SECURITIES ACT or an exemption from the registration requirements of the SECURITIES ACT is available, offer, sell or transfer the CONSIDERATION SHARES in the United States or to, or for the account or benefit of, a U.S. person. The SELLER understands that the CONSIDERATION SHARES or any interest therein are only transferable on the books and records of the transfer agent and registrar of ENTRUST. The SELLER further understands that neither ENTRUST nor its transfer agent and registrar will register any transfer of the CONSIDERATION SHARES except in accordance with the provisions of REGULATION S, pursuant to registration under the SECURITIES ACT or pursuant to an available exemption from registration, and that ENTRUST may place stop transfer orders with its transfer agent with respect to certificates representing CONSIDERATION SHARES. 7.3.2. Unless the CONSIDERATION SHARES shall first have been registered under the SECURITIES ACT, any proposed offer, sale or transfer during the DISTRIBUTION COMPLIANCE PERIOD of any of the CONSIDERATION SHARES shall be subject to the condition that the SELLER must deliver to ENTRUST; (a) written certification that neither record nor beneficial ownership of the CONSIDERATION SHARES has been offered or sold in the United States or to, or for the account or benefit of, any U.S. person; (b) a written certification of the proposed transferee that such transferee (or any account for which such transferee is acquiring such CONSIDERATION SHARES) is not a U.S. person, that such transferee is acquiring such CONSIDERATION SHARES for such transferee's own account (or an account over which he or she has investment discretion) and that such transferee is knowledgeable of and agrees to be bound by the restrictions on re-sale set forth in this Agreement and REGULATION S during the DISTRIBUTION COMPLIANCE PERIOD, and (c) a written opinion of United States counsel, in form and substance reasonably satisfactory to ENTRUST, to the effect that the offer, sale and transfer of such CONSIDERATION SHARES are exempt from registration under the SECURITIES ACT. Any CONSID...

Consideration Shares. The Aggregate Merger Consideration and Aggregate Exchange Consideration, when issued in accordance with the terms hereof, shall be duly authorized and validly issued and allotted, fully paid and non-assessable and issued or allotted in compliance with all applicable Law, including state and federal securities Laws, and not subject to, and not issued in violation of, any Lien, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, PubCo’s Governing Documents, or any Contract to which PubCo is a party or otherwise bound.