Issuance of the Closing Number of Securities Sample Clauses

Issuance of the Closing Number of Securities. (a) At the Closing, New PubCo shall issue to the Merger Sub Shareholder in accordance with the procedures to be agreed upon with the Exchange Agent, the number of shares of New PubCo Class B Ordinary Shares to which the Merger Sub Shareholder is entitled in respect of its Outstanding Merger Sub Ordinary Shares pursuant to Section 3.2(b).
Sample 1
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Issuance of the Closing Number of Securities. (a) Notwithstanding anything in this Agreement to the contrary, no fraction of a XXXX Ordinary Share will be issued by virtue of the Merger, and the Persons who would otherwise be entitled to a fraction of a XXXX Ordinary Share (after aggregating all fractional shares of XXXX Ordinary Shares that otherwise would be received by such Person) shall receive from XXXX, in lieu of such fractional share: (i) one XXXX Ordinary Share if the aggregate amount of fractional shares of XXXX Ordinary Shares such Person would otherwise be entitled to is equal to or exceeds 0.50; or (ii) no XXXX Ordinary Share if the aggregate amount of fractional shares of XXXX Ordinary Shares such Person would otherwise be entitled to is less than 0.50.
Sample 1
Issuance of the Closing Number of Securities. (a) At the Closing, New Starship shall issue to each Company Stockholder that has complied with the procedures described in Section ‎3.5, the number of shares of New Starship Common Stock to which each Company Stockholder is entitled in respect of its Company Shares pursuant to Section ‎3.1(b).
Sample 1

Related to Issuance of the Closing Number of Securities

  • Valid Issuance of Securities The Forward Purchase Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Shares will be issued in compliance with all applicable federal and state securities laws.

  • Issuance of Securities The Convertible Debentures are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued, fully paid and nonassessable, are free from all taxes, liens and charges with respect to the issue thereof. The Conversion Shares issuable upon conversion of the Convertible Debentures have been duly authorized and reserved for issuance. Upon conversion or exercise in accordance with the Convertible Debentures the Conversion Shares will be duly issued, fully paid and nonassessable.

  • Adjustment of Purchase Price, Number and Kind of Securities or Number of Rights The Purchase Price, the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

  • Issuance of Securities to Underwriters The Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a potential underwriter in the Offering or a related person (as defined by FINRA rules) of such an underwriter within the 180-day period prior to the initial confidential submission date of the Registration Statement.

  • Valid Issuance of the Units The Units have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Partnership pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-607 and 17-804 of the Delaware LP Act).

  • Reissuance of Securities The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 above at such time as:

  • Conversion of Securities At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any of the following securities:

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