Number of Shares to Be Issued. The Noteholder is surrendering for conversion that portion of the principal and interest due under the Note represented by the Conversion Amount and is not furnishing any other or additional consideration to the Issuer. The Noteholder hereby waives, releases, relinquishes and discharges the Issuer of any and all claims and causes of action it now has or that may hereafter arise with respect to the Conversion Amount and agrees to accept the Shares as full satisfaction thereof. No claims are reserved with respect to the Conversion Amount, and the Noteholder expressly waives any and all rights related thereto, except for those provided for herein, that it may have under the provisions of California Civil Code Section 1542, which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” The Noteholder acknowledges and agrees that this Agreement and the waiver set forth herein are valid and binding on the Noteholder in accordance with the terms hereof. The Noteholder represents and warrants that: · It has the requisite authority to execute and deliver this Agreement and that the person executing and delivering this Agreement has been duly authorized by the Noteholder to do so; · It is not, and has not been for the three months preceding the date hereof, an affiliate of the Issuer and will not hold more than 10% of the issued and outstanding Shares upon consummation of the conversion contemplated hereby; and · It has not assigned or transferred, or purported to assign or transfer, the Note or any right or claim in connection therewith to any other person. This Agreement shall be governed by the laws of the State of California, without regard to the conflict of laws principles thereof. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be modified or amended except by a writing signed by both parties hereto. This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof. Agreed to and accepted by: UNIVERSAL DETECTION TECHNOLOGY NOTEHOLDER /s/ Xxxxxxx Xxxxxx ___________________...
Number of Shares to Be Issued. This Subscription Warrant may be exercised, in whole or in part, on a single occasion, and grants its Holders the right to subscribe for and pay in new Class A preferred shares (or any other preferred shares issued by the Company whose relevant class, at the time of the exercise of this Subscription Warrant, presents the same rights and privileges as those currently attributed to the Class A preferred shares), all registered and with no par value, issued by the Company (the “Shares”).
Number of Shares to Be Issued. The Company shall issue as many new Shares as necessary to comply with the provisions of Section 4.3.1 of this Subscription Warrant.
Number of Shares to Be Issued. The number of the Preferred Shares to be issued upon the merger shall be one hundred fifty million (150,000,000) shares; provided, however, that if any number of the Series 1 Class D Preferred Shares issued by UFJ Bank Limited are converted to Ordinary Shares of UFJ Bank Limited on and after April 1, 2005, to and including the day immediately preceding the date of the merger, such number shall be deducted accordingly from the number of the Preferred Shares to be issued in connection with the merger set forth above.
Number of Shares to Be Issued. The total number of shares authorized to be issued by the Company shall be eight thousand (800).
Number of Shares to Be Issued. At the Effective Time, the parties agree that Travel System shall issue and deliver to the Selling Shareholder the greater of (i) 383,333 shares of Travel Stock or (ii) that number of shares of Travel Stock having an aggregate value of $1,916,665, using the IPO Opening Price (defined in Article IX below) in calculating the per share value of the Travel Stock at the Effective Time (as applicable, the "Initial Travel Shares").
Number of Shares to Be Issued. (1) Number of shares to be issued to Party B2 and Party B3: The following formula shall be used to calculate the number of shares to be issued to Party B2 and Party B3: Number of shares the transfer price of the equity of FL Mobile Jiutian Technology Co., Ltd held by Party B2 and Party B3 and to be purchased by Prince Materials by new share issuance divided by the Issuance Price. The number derived from the said formula shall be rounded to single digit. If any share issued is less than 1 share, Party B2 and Party B3 agree to exempt Party A from paying the consideration of such share. According to the appraised value of 00% equity of FL Mobile Jiutian Technology Co., Ltd, the parties hereto determine after negotiation that, the transfer price of 35.13% equity of FL Mobile Jiutian Technology Co., Ltd shall be RMB 1,756,500,000, and that the numbers of shares to be issued to Party B2 and Party B3 in the Transaction shall be 32,963,739 and 19,673,359 respectively. Agreement for Assets Acquisition by Share Issuance and Cash Payment
Number of Shares to Be Issued. The total shares to be issued to Party B is 6,619,525 shares including 619,525 shares of common stock and 6,000,000 shares of the Series A convertible preferred stock of XXXX in the following manner： Shareholders Common Stock Preferred Stock Zheng Feng 260,000 2,520,000 Xxxxxx Xxxxx 260,000 2,400,000 Xxxxxxx Xx 99,525 1,080,000 Total 619,525 6,000,000
Number of Shares to Be Issued. The number of SONIC FOUNDRY shares to be issued by SONIC FOUNDRY pursuant to this paragraph 1.3 shall be determined by dividing $300,000.00 by the average closing bid price for SONIC FOUNDRY's common stock on the 30 days prior to the date hereof ($30.28 per common share). The resulting number of shares shall be allocated as follows: to Xxxxxx Xxxxxxxxx, 27%, to Anton Jedlovsky, 36- 1/2%, and to Xxxxx Xxx, 36-1/2% (hereafter referred to as "Allocated Shares"). The number of Allocated Shares due to any of them is subject to the reduction upon termination of employment as specified in Paragraph 1.3.
Number of Shares to Be Issued. Less than 25th percentile None 25th percentile 50% of Target Shares 55th percentile 100% of Target Shares 75th percentile 100% of Target Shares Above 90th percentile 100% of Target Shares
