Issuance of Buyer Shares. The aggregate consideration (the “Purchase Consideration”) for the Assets which will be paid by EVS as directed by the Company, shall be: (a) eight hundred thousand (800,000) Ordinary Shares of EVS, nominal value NIS 1.00 per share (the “EVS Shares”), subject to adjustment in the event of any share split, share dividend, recapitalization, issuance of bonus shares or other adjustment of the EVS’s Ordinary Shares prior to the Closing, and (b) the payment of Royalties (as defined below) as further set forth in Section 1.6 below. On the Closing Date, EVS shall issue (i) an aggregate of four hundred thousand (400,000) of the EVS Shares (the “Initial Shares”), subject to adjustment in the event of any share split, share dividend, recapitalization, issuance of bonus shares or other adjustment of the EVS’s Ordinary Shares prior to the Closing to the Company or as otherwise directed in the Irrevocable Instructions; and (ii) to the Escrow Agent an additional aggregate of four hundred thousand (400,000) of the EVS Shares (the “Escrow Shares”), subject to adjustment in the event of any share split, share dividend, recapitalization, issuance of bonus shares or other adjustment of the EVS’s Ordinary Shares prior to the Closing, which shall be deposited with an escrow agent, the identity of which shall be approved by EVS and Ma’aragim prior to the Closing (the “Escrow Agent”), and which shall be held by the Escrow Agent to satisfy the indemnification obligations of the Company and Ma’aragim for a period of fourteen (14) months following the Closing Date, all as further set forth in the Escrow Agreement (as defined below).
Issuance of Buyer Shares. The issuance and delivery of Buyer Shares in accordance with this Agreement has been duly authorized by all necessary corporate action on the part of the Buyer and, when issued as contemplated hereby, such Buyer Shares shall be duly authorized, duly and validly issued, fully paid and nonassessable.
Issuance of Buyer Shares. The Buyer Shares to be issued as the Total Stock Consideration have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and the issuance thereof is not subject to any Liens or preemptive or similar right.
Issuance of Buyer Shares. At the Closing, Buyer will have issued the Buyer Shares to the Equity Holder in accordance with Section 1.2.
Issuance of Buyer Shares. On or prior to the Closing Date, Buyer shall issue to the Stockholders, the Buyer Shares, which shares when issued shall be validly issued, fully paid and nonassessable; and will use all reasonable efforts on and after the Closing, to cause the Buyer Shares to be quoted on NASDAQ.
Issuance of Buyer Shares. The Buyer Shares will have been duly authorized and, upon issuance to the Seller (and when delivered to the Seller subsequent to the Closing in the case of the Buyer Shares delivered from escrow or pursuant to the hold back provisions of Section 2(c)), will be validly issued, fully paid and nonassessable. The Buyer Shares will be issued and delivered to the Seller free and clear of any encumbrance or restriction, except those encumbrances expressly imposed by this Agreement, the Escrow Agreement and the Lock Up Agreement, and the restrictions upon transfer imposed by Federal and Alabama securities laws.
Issuance of Buyer Shares. Assuming the accuracy of the Sellers’ representations and warranties contained in Section 2.31, the offer, issuance and sale of the Buyer Shares at the Closing will be: (i) exempt from the registration and prospectus delivery requirements of the Securities Act, and (ii) have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Buyer is acquiring the Shares for its own account and not with a view to its distribution within the meaning of Section 2(11) of the Securities Act of 1933, as amended, and the rules and regulations issued pursuant thereto.
Issuance of Buyer Shares. Such Seller’s Consideration Shares, when issued pursuant hereto, shall be fully paid and nonassessable.
Issuance of Buyer Shares. The Buyer Shares to be issued to Seller, upon delivery to Seller and receipt of the certificates for the Shares by the Buyer, will be validly issued, fully paid and nonassessable. Buyer has all requisite power and authority to issue, sell and deliver the Buyer Shares in accordance with and upon the terms and conditions set forth herein; and all corporate action required to be taken by Buyer for the due and proper authorization, issuance, sale and delivery of the Buyer Shares has been validly and sufficiently taken. Upon delivery of the Shares by Seller to Buyer, the Buyer Shares will be, upon issuance and delivery thereof, duly authorized, validly issued, fully paid and nonassessable.
Issuance of Buyer Shares. In consideration for the GRI Shares, Buyer shall issue to Seller an aggregate of thirty-five million six hundred thousand (35,600,000) shares of common stock of Buyer.
