Common use of Delivery of Shares; Terms of Issuance Clause in Contracts

Delivery of Shares; Terms of Issuance. Subject to the terms and conditions set forth herein and in any Ancillary Agreements, Company, Dupont and Xxxxxx shall deliver to Trust a total of 80 million common shares of Company’s stock. As to these shares, 60,584,260 have been newly issued by the Company, 11,660,000 have been transferred from Dupont, and 7,755,740 have been transferred by Xxxxxx (the “Shares”). The Shares issued or transferred are not and have not been subject of a registration statement deemed effective by the Securities and Exchange Commission and are issued and transferred in accordance with one or more exemptions provided under the Securities Act of 1933. The Shares will be issued or transferred to Trust, and registered on the Company’s share ledger with restrictions on resale as set out in this Agreement. The Shares will have full voting rights to be exercised by the Trustee, as well as rights to any lawfully declared dividends, provided that in the event of Trust’s failure to meet its funding obligations and the subsequent return of any portion of the Shares that Trust will have an obligation to repay any dividends on returned Shares to Company, Dupont and Xxxxxx, pro rota. The Shares will not have any pre-emptive rights and will be subject to dilution upon the issuance of any additional shares by the Company. Company specifically disclaims any obligation to register the Shares in any registration statement filed with the Securities and Exchange Commission, but the parties reserve the right, but not the obligation, to negotiate such registration rights for some or all of the Shares pursuant to an Ancillary Agreement.

Delivery of Shares; Terms of Issuance. Subject to the terms and conditions set forth herein and in any Ancillary Agreements, Company, Dupont and Xxxxxx shall deliver to Trust a total of 80 million common shares of Company’s stock. As to these shares, 60,584,260 have been shall be newly issued by the Company, 11,660,000 have been shall be transferred from Dupont, and 7,755,740 have been shall be transferred by Xxxxxx (the “Shares”). The Shares shall be issued or transferred are not and have not been subject of a registration statement deemed effective by the Securities and Exchange Commission and are issued and transferred in accordance with one or more exemptions provided under the Securities Act of 1933. The Shares will be issued or transferred to Trust, and registered on the Company’s share ledger with restrictions on resale as set out in this Agreement. The Shares will have full voting rights to be exercised by the Trustee, as well as rights to any lawfully declared dividends, provided that in the event of Trust’s failure to meet its funding obligations and the subsequent return of any portion of the Shares that Trust will have an obligation to repay any dividends on returned Shares to Company, Dupont and Xxxxxx, pro rotarata. The Shares will not have any pre-emptive rights and will be subject to dilution upon the issuance of any additional shares by the Company. Company specifically disclaims any obligation to register the Shares in any registration statement filed with the Securities and Exchange Commission, but the parties reserve the right, but not the obligation, to negotiate such registration rights for some or all of the Shares pursuant to an Ancillary Agreement.