Issuance of Purchaser Shares. The issuance of the Purchaser Shares hereunder is duly authorized and, when issued and delivered in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, will have been issued in compliance with applicable securities Laws or exemptions therefrom, will not be issued in violation of any preemptive rights of any stockholder of Purchaser or any other Person and shall be issued and delivered by Purchaser to the Company, pursuant to this Agreement free of any Liens, subject to the restrictions set forth herein and applicable securities Laws. Effective on and immediately after the Closing Date, the Purchaser Shares shall represent sixteen and eight tenths percent (16.8%) of the total issued and outstanding shares of stock of the Purchaser.
Issuance of Purchaser Shares. The Purchaser Shares to be issued as part of the Consideration will, when issued pursuant to the Arrangement, be duly and validly issued as fully paid and non-assessable common shares in the capital of Purchaser, free and clear of all Liens, freely tradeable and listed and posted for trading on the TSX and the NYSE Amex.
Issuance of Purchaser Shares. In exchange for the transfer of the common stock of the Target pursuant to Subsection 1.1 hereof, the Purchaser shall on the Closing Date, and contemporaneously with such transfer of the common stock of the Target to it by the Shareholders, issue and deliver to the Shareholders on a one-for-one basis an equal number of shares of common stock of the Purchaser (the “Purchaser Shares”). The maximum number of post forward split Purchaser Shares to be issued to Shareholders is 37,625,000.
Issuance of Purchaser Shares. The Purchaser Shares to be issued as part of the Consideration will, when issued pursuant to the Arrangement, be duly and validly issued as fully paid and non-assessable common shares in the capital of the Purchaser, free and clear of all Liens, freely tradeable and posted for trading on the OTC Pink.
Issuance of Purchaser Shares. The issuance and delivery of the Purchaser Shares in accordance with this Agreement has been, or will be on or prior to Completion, duly authorized by all necessary corporate action on the part of the Purchaser. The Purchaser Shares when so issued and delivered in accordance with the provisions of this Agreement will be duly and validly issued, fully paid and nonassessable, and free of restrictions on transfer other than restrictions imposed or created under this Agreement or restrictions required as necessary to qualify this offering as exempt from the registration requirements of the Securities Act or any other applicable law.
Issuance of Purchaser Shares. All necessary actions and authorizations will have been taken by the Purchaser to issue the Purchaser Shares to the Seller at Completion in accordance with this Agreement.
Issuance of Purchaser Shares. 3.2.1 At the Effective Time or as soon as practicable thereafter, upon surrender by the Stockholders of certificates evidencing the GVI Shares, Purchaser shall issue certificates to each Stockholder, registered in the name of such Stockholder and bearing the legends set forth in Section 4.23(d), representing the number of Purchaser Shares to which it is entitled pursuant to Section 2.4 and such certificates previously evidencing the GVI Shares shall forthwith be cancelled.
Issuance of Purchaser Shares. The issuance, sale and delivery of the Series D Preferred Stock in accordance with this Agreement, and the issuance and delivery of the shares of Purchaser Common Stock issuable upon conversion of the Series D Preferred Stock, have been, or will be on or prior to the Closing, duly authorized by all necessary corporate action on the part of Purchaser, and the Purchaser Common Stock has been duly reserved for issuance. The Series D Preferred Stock when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, and the shares of Purchaser Common Stock issuable upon conversion of the Series D Preferred Stock, when issued upon such conversion in accordance with the Certificate of Designation, will be duly and validly issued, fully paid and nonassessable.
Issuance of Purchaser Shares. (a) Except as provided in Section 5.2(b), the issuance of the Purchaser Shares to Seller in accordance with the terms of this Agreement has been duly authorized by all necessary action on the part of Purchaser. The Purchaser Shares, upon issuance to Seller in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable and free of preemptive rights, and will be registered on the stock certificate books and stock transfer ledgers of Purchaser solely in the name of Seller. The Purchaser Shares, upon issuance to Seller in accordance with the terms of this Agreement, will be approved for quotation on the National Association of Securities Dealers Automatic Quotation System ("NASDAQ") Small Cap Market (the "Small Cap Market"). Seller will receive good and marketable title to the Purchaser Shares as of the Closing Date, free and clear of any and all Liens.
Issuance of Purchaser Shares. The Purchaser Common Shares, when issued in accordance with this Agreement, will be duly authorized and validly issued and nonassessable, with the lock-up restrictions as set forth in Section 6.5 and Applicable Law.
