Issuance of Issued Shares Sample Clauses

Issuance of Issued Shares. The Issued Shares are duly authorized, and, when issued and paid for in accordance with the terms hereof and entered in the register of members of the Company, will be validly issued, non-assessable and fully-paid, and free from all Encumbrances (except for Encumbrances created or imposed by the Transaction Documents or under applicable securities Laws). Assuming the accuracy of the representations and warranties set forth in Section 3.06, the offer, issuance and sale by the Company of the Issued Shares to the Purchaser is exempt from registration under the Securities Act.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Issuance of Issued Shares. Keddem will issue, allot and deliver to Compugen the Issued Shares (together with validly executed certificates representing the Issued Shares).
Sample 1
Issuance of Issued Shares. In consideration of the Lenders action in connection with the Credit Facilities, and on the terms and subject to the conditions set forth in this Agreement, the Investor shall acquire from the Company the Issued Shares, and the Company shall issue and deliver to the Investor, such Issued Shares, free and clear of any Liens, other than transfer restrictions under applicable federal and state securities Laws (as defined below). For purposes of this Agreement, “Lien” means any interest in any property or asset, whether real, personal or mixed, or tangible or intangible, securing an obligation owed to, or a claim by, a Person other than the owner of such property or asset, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes.
Sample 1
Issuance of Issued Shares. (a) Not less than three Business Days before the Closing, Purchaser shall deliver a notice to the Company specifying the aggregate dollar amount that Purchaser elects to pay for the Company Ordinary Shares to be issued to Purchaser pursuant to Section 1.1(b), which amount shall be no less than $2,000,000,000 and no more than $5,000,000,000 (the amount specified in such notice, the “Aggregate Investment Amount”). (b) At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Company shall issue and allot to Purchaser, and Purchaser shall purchase from the Company, the Issued Shares. The Issued Shares shall be issued and allotted as fully paid up Company Ordinary Shares, free and clear of all Encumbrances (except those imposed by applicable securities laws and the New Shareholders’ Agreement), and shall rank pari passu in all respects with the other Company Ordinary Shares issued and outstanding immediately after the Closing. Subject to Section 9, the consideration payable by Purchaser to the Company for each of the Issued Shares shall be an amount in cash equal to the Price Per Primary Share. 1.2
Sample 1
Issuance of Issued Shares. The Exercise Shares, when issued in compliance with the provisions of the Original Warrant as amended and modified by this Agreement, will be validly issued, fully paid, nonassessable and free of any liens or encumbrances other than those created by the Warrantholder, except that the Exercise Shares will be subject to restrictions on transfer under any applicable state and federal securities laws.
Sample 1
Issuance of Issued Shares. The Company hereby agrees to and accepts (i) the contribution, assignment and transfer to it of the Assets, and (ii) the contribution, assignment and transfer to it of the Contributed Securities and, in consideration thereof, hereby agrees to issue 151,344,483 shares of Common Stock, $0.0001 par value per share, of the Company to the Contributor (the “Issued Shares”), free and clear of any liens or encumbrances (other than restrictions on transfer under applicable state and federal laws) (the “Issuance”). Upon the Issuance of the Issued Shares by the Company, the Issued Shares shall be duly authorized and validly issued, fully paid and non-assessable.
Sample 1

Related to Issuance of Issued Shares

  • Expenses of Issuance of Shares The issuance of stock certificates hereunder shall be without charge to the Employee. The Company shall pay any issuance, stamp or documentary taxes (other than transfer taxes) or charges imposed by any governmental body, agency or official (other than income taxes) or by reason of the issuance of Shares.

  • Issuance of Common Shares The Common Shares have been duly authorized and, upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid, and non-assessable, free from all taxes, liens, claims, encumbrances, and charges with respect to the issuance thereof, will not be subject to preemptive rights or other similar rights of stockholders of the Company, and will not impose personal liability on the holders thereof.

  • Issuance of Shares The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

  • Valid Issuance of Shares The Shares being purchased by the Shareholders hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable law.

  • Issuance of Parent Shares In consideration for the contribution, assignment, transfer and delivery of the Rollover Shares to Merger Sub pursuant to Section 3.2 of this Agreement, Parent shall issue Parent Shares in the name of the Rollover Shareholder (or, if designated by the Rollover Shareholder in writing, in the name of an Affiliate of the Rollover Shareholder) in the amount set forth opposite the Rollover Shareholder’s name under the column titled “Parent Shares” on Schedule A hereto. Upon issuance of Parent Shares to the Rollover Shareholder at the Closing, Parent shall deliver to the Rollover Shareholder a complete copy of the updated register of members of Parent, certified by the registered office provider of Parent, evidencing the Rollover Shareholder’s ownership of the Parent Shares issued to the Rollover Shareholder and other shareholders of Parent. The capitalization table of Parent immediately after the Closing is shown on Schedule B attached hereto. The Rollover Shareholder hereby acknowledges and agrees that (a) the value of the Parent Shares issued to the Rollover Shareholder is equal to (x) the total number of Rollover Shares contributed by the Rollover Shareholder multiplied by (y) the per share merger consideration under the Merger Agreement, (b) issuance of such Parent Shares to the Rollover Shareholder shall constitute complete satisfaction of all obligations towards or sums due to the Rollover Shareholder by Parent with respect to the Rollover Shares and (c) on receipt of such Parent Shares, the Rollover Shareholder shall have no right to the merger consideration with respect to the Rollover Shares.

  • Issuance of Common Stock FURTHER RESOLVED, that the Corporation is hereby authorized to issue to Lincoln Park Capital Fund, LLC, 113,636 shares of Common Stock as Initial Purchase Shares and that upon issuance of the Initial Purchase Shares pursuant to the Purchase Agreement the Initial Purchase Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue to Lincoln Park Capital Fund, LLC, 242,529 shares of Common Stock as Initial Commitment Shares and that upon issuance of the Initial Commitment Shares pursuant to the Purchase Agreement the Initial Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the Available Amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant to the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation shall initially reserve 8,000,000 shares of Common Stock for issuance as Purchase Shares under the Purchase Agreement. FURTHER RESOLVED, that the Corporation is hereby authorized to issue 404,216 shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) in connection with the purchase of Purchase Shares (the “Additional Commitment Shares”) in accordance with the terms of the Purchase Agreement and that, upon issuance of the Additional Commitment Shares pursuant to the Purchase Agreement, the Additional Commitment Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation shall initially reserve 404,216 shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) for issuance as Additional Commitment Shares under the Purchase Agreement.

  • Issuance of Preferred Stock So long as this Warrant remains outstanding, the Company will not issue any capital stock of any class preferred as to dividends or as to the distribution of assets upon voluntary or involuntary liquidation, dissolution or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value in respect of participation in dividends and in the distribution of such assets.

  • Issuance of the Warrant Shares (a) The Company agrees that the shares of Common Stock purchased hereby shall be and are deemed to be issued to the Holder as of the close of business on the date on which this Warrant shall have been surrendered and the payment made for such Warrant Shares as aforesaid. Subject to the provisions of the next section, certificates for the Warrant Shares so purchased shall be delivered to the Holder within a reasonable time, not exceeding fifteen (15) days after the rights represented by this Warrant shall have been so exercised, and, unless this Warrant has expired, a new Warrant representing the right to purchase the number of Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be delivered to the Holder within such time.

  • Issuance of Ordinary Shares As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates, or book entry position, for the number of Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not be obligated to issue Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Warrants shall have paid the full purchase price for the Unit solely for the Ordinary Shares underlying such Unit. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise or issuance would be unlawful.

  • Trust Issuance of Series Shares The delivery of Series shares shall be made promptly by a credit to a shareholder's open account for the Series or by delivery of a share certificate. The Trust reserves the right (a) to issue Series shares at any time directly to the shareholders of the Series as a stock dividend or stock split, (b) to issue to such shareholders shares of the Series, or rights to subscribe to shares of the Series, as all or part of any dividend that may be distributed to shareholders of the Series or as all or part of any optional or alternative dividend that may be distributed to shareholders of the Series, and (c) to sell Series shares in accordance with the current applicable prospectus of the Trust relating to the Series shares.

Time is Money Join Law Insider Premium to draft better contracts faster.