Payment Shares. (a) The Company may only deliver Restricted Payment Shares pursuant to Section 5(a)(ii)(A) and Make-Whole Payment Shares pursuant to Section 5(c) subject to satisfaction of the following conditions:
Payment Shares. The Payment Shares, when issued on Closing, shall be fully paid, validly issued and free and clear of all Encumbrances, except for such escrow and resale restrictions imposed by the Exchange Polices and Applicable Securities Laws.
Payment Shares a) The Buyer represents that, on the Transfer Date, the Payment Shares are free and clear of any Lien and rights of third parties of any nature (including options, voting obligations or restrictions or other rights of whatever nature restricting the ownership, the disposability or the voting rights), and the Buyer is under no obligation to grant or create any such Liens or third-party rights.
Payment Shares. The term “Payment Shares” shall mean the shares of Ford common stock issued to the LLC pursuant to the Stock Payment Option.
Payment Shares. The following provisions are applicable if the Company elects to deliver Payment Shares pursuant to Sections V or XI of this Letter Agreement:
Payment Shares. All Payment Shares issued to the Seller will not have been registered under the Securities Act of 1933, as amended (the "Act"), on the basis that this transaction is exempt under the Act and such shares shall have the status of securities acquired under Section 4(2) of the Securities Act of 1033 (the "Act"), as not involving any public offering. (See "Representations and Warranties of Seller" below)
Payment Shares. The Seller is acquiring the Payment Shares pursuant to the prospectus and registration exemption contained in Section 2.12 of National Instrument 45-106 Prospectus and Registration Exemptions and the Purchaser is relying on such exemptions. The Seller acknowledges that no Person has made any written or oral representations: that any Person will repurchase the Payment Shares; or as to the future price or value of the Payment Shares.
Payment Shares. All actions necessary to authorize and approve the issuance of the Payment Shares, and as of the Closing, the Payment Shares will, when issued, be duly authorized, validly issued, fully paid and nonassessable. There are no statutory or contractual shareholders' preemptive rights or rights of refusal with respect to the issuance of the Payment Shares upon Closing.
Payment Shares. (1) Payment Shares to Xx Xxxxxx To purchase of the shares held by Xx Xxxxxx under Article 2.1 (1) above, the Company shall issue 3,465,591 shares of Common Stock to Xx Xxxxxx as the consideration of the purchase price.
Payment Shares. If any Borrower receives with respect to the Joint Obligations of any Underpaying Borrower any payment by way of subrogation that is greater in proportion to the amount of its Payment Share than the payments with respect to such Joint Obligations received by way of subrogation by the other Borrowers (other than the Underpaying Borrower), the Borrower receiving such proportionately greater payment shall, when otherwise permitted by this Section 14.19, pay to such other Borrowers an amount such that the subrogation payments received by all Borrowers (other than the Underpaying Borrower) shall be shared by such Borrower pro rata in proportion to their respective Payment Shares. For purposes hereof, "Payment Share" of any Borrower shall be the product of (a) the aggregate amount of such Joint Obligations remaining unpaid on the date such Joint Obligations become due and payable in full, whether at stated maturity, acceleration, or otherwise (the "Determination Date"), times (b) a fraction, the numerator of which is the balance of all moneys and consideration directly or indirectly advanced to or received by such Borrower pursuant to this Agreement net of all repayments thereof made by such Borrower, measured as of the Determination Date, and the denominator of which is the aggregate of all moneys and other consideration directly or indirectly advanced to or received by all Borrowers (other than the Underpaying Borrower) under this Agreement, net of all repayments thereof by all such Borrowers measured as of the Determination Date.
