Issuance of Purchased Shares. The Purchased Shares are duly and validly authorized for issuance and sale to the Purchaser by the Company, and, when issued and delivered by the Company against payment therefor by the Purchaser in accordance with the terms hereof, shall be validly issued and non-assessable and free from all preemptive or similar rights, Taxes and Encumbrances and the Purchased Shares shall be fully paid with the Purchaser being entitled to all rights accorded to a holder of the Class A Shares. Assuming the accuracy of the representations and warranties set forth in Section 3.5 of this Agreement, the offer and issuance by the Company of the Purchased Shares is exempt from registration under the Securities Act.
Issuance of Purchased Shares. The issuance of the Purchased Shares is (or will be prior to the Closing) duly authorized and, upon issuance in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof. Subject to the accuracy of the representations and warranties of Buyer in this Agreement, the offer and issuance by the Company of the Purchased Shares is exempt from registration under the 1933 Act.
Issuance of Purchased Shares. WARRANTS, WARRANT SHARES AND CONVERSION SHARES. The sale of the Purchased Shares and the Warrants and the issuance of the Warrant Shares and Conversion Shares shall be made in accordance with the provisions and requirements of Regulation S (or if that exemption shall fail for any reason, then in accordance with Section 4(2), Section 4(6) or Regulation D). The Company shall take such actions as necessary to qualify the sales made hereunder to the Investors under Regulation S. If requested by the Investors, the Company shall file a Form D with respect to the Securities as required under Regulation D and provide a copy thereof to each Investor promptly after such filing.
Issuance of Purchased Shares. Subject to the terms and conditions hereof and in consideration of the Purchase Price set forth below, the Company hereby agrees to issue and sell to the Purchasers, and the Purchasers hereby agrees to purchase from the Company, 2,500,000 Series A Preferred Shares and 440,792 Series B-1 Preferred Shares (details of which are set forth opposite such Purchase’s name under the caption “Number and Type of Purchased Shares” in Schedule B attached hereto), for an aggregate purchase price of US$ 197,443,500 (the “Purchase Price”) (details of which are set forth opposite such Purchase’s name under the caption “Purchase Price” in Schedule B attached hereto).
Issuance of Purchased Shares. Subject to the terms and conditions of this Agreement, at the Closing, Infinity World shall purchase and the Company shall be obligated to issue and sell to Infinity World, 14,200,000 shares of Common Stock of the Company (the “Purchased Shares”) free and clear of all Encumbrances, except for any restrictions on transfer arising under the Securities Act or any applicable state securities laws.
Issuance of Purchased Shares. The issuance of the Purchased Shares has been duly authorized and, upon issuance in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, Liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming in part the accuracy of each of the representations and warranties of the Buyer set forth in Section 2 of this Agreement, the offer and issuance by the Company of the Purchased Shares is exempt from registration under the 1933 Act.
Issuance of Purchased Shares. The issuance of the Purchased Shares is duly authorized and, upon issuance in accordance with the terms of the PrivateCo Transaction Documents, the Purchased Shares shall be validly issued and free from all preemptive or similar rights (except for those which have been validly waived prior to the date hereof), taxes, liens and charges and other encumbrances with respect to the issue thereof and the Purchased Shares shall be fully paid and nonassessable with the holders being entitled to all rights accorded to a holder of PrivateCo Common Stock. Assuming the accuracy of each of the representations and warranties set forth in Section 3 of this Agreement, the offer and issuance by PrivateCo of the Purchased Shares is exempt from registration under the 1933 Act.
Issuance of Purchased Shares. The Issuer has power and authority to issue the Purchased Shares and the Underlying Common Shares. Upon payment of the Proceeds, the Purchased Shares will be validly issued as fully paid and non-assessable Common Shares or New Preferred Shares, as applicable. Upon conversion of the New Preferred Shares in accordance with their terms, the Underlying Common Shares will be validly issued as fully paid and non-assessable Common Shares. On the Closing Date, the Investor will be the legal and beneficial owner of the Purchased Shares and will, upon the issuance of the Purchased Shares, have good title thereto free and clear of all Encumbrances (other than restrictions imposed by any applicable securities Law or by the Investor Rights Agreement).
Issuance of Purchased Shares. At or before the Closing Time, the Corporation and the Shareholder will cause all necessary steps and corporate proceedings to be taken in order to permit the Purchased Shares to be duly and regularly issued to the Purchaser.
Issuance of Purchased Shares. 2.1.1 In giving effect to the Company’s obligations under the Share Purchase Agreement, the Company hereby issues the Purchased Shares to the Transfer Agent for inclusion of the Purchased Shares in the AST Register and for delivery by the Transfer Agent of the Purchased Shares in book-entry form (either directly or through the facilities of The Depository Trust Company) to the Investor.
