Purchase Price Shares. In consideration for the sale and transfer of the Shares, the Purchaser shall:
Purchase Price Shares. If Purchase Price Shares are issued pursuant to this Agreement, said Purchase Price Shares shall be (i) fully paid, nonassessable and free and clear of all liens, encumbrances, pledges, charges and security interests, (ii) shall be "restricted shares" under Rule 144 promulgated by the Securities Exchange Commission under the Securities Act, (iii) not subject to any shareholder's agreement, voting trust or other similar agreement, and (iv) are entitled to the protections set forth in Section 6.8 hereof.
Purchase Price Shares. At Closing, the Purchase Price Shares will have been duly and validly authorized and issued by the Parent, shall be fully paid and non-assessable, shall have been issued in compliance with applicable securities Laws or exemptions therefrom (assuming the accuracy of the representations of the Seller herein), shall not be issued in violation of any preemptive rights of any stockholder of the Parent and shall be issued and delivered by the Parent to the Seller pursuant to this Agreement free of any Liens, subject to the restrictions set forth herein, in the Stockholders’ Agreement and applicable securities Laws.
Purchase Price Shares. The Purchase Price Shares shall be allocated to the Sellers on an individual basis as set forth on Exhibit A attached hereto and incorporated herein by reference. All of Purchase Price Shares shall be “restricted securities” as such term is defined by Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
Purchase Price Shares. (a)At the Closing of the SPA, Buyer and Seller shall cause to be delivered to the Escrow Agent a certificate representing the Purchase Price Shares registered in the name of Vane.
Purchase Price Shares. (a) At the Closing, the Buyer shall buy from the Sellers, and the Sellers shall sell to the Buyer, all of the issued and outstanding shares of Armotek Common Stock (the "Shares") for an aggregate purchase price (the "Purchase Price") equal to the sum of (i) $1,100,000 in cash, plus interest thereon from the date hereof through the Closing Date at the Deal Rate, (ii) the Pamarco Common Stock and (iii) the Contingent Purchase Price.
Purchase Price Shares. 1 Contract...........................................23
Purchase Price Shares. The Purchase Price Shares will, at Closing, be validly issued and outstanding as fully paid and non-assessable shares in the capital of the Purchaser; no shareholder of the Purchaser or other Person has any pre-emptive rights with respect to the issue of Purchaser Shares; no consent of Securities Regulators in connection with the issuance of the Purchaser Price Shares is required other than the approval of the TSX Venture Exchange; and no shareholder approval is required under Securities Laws or other Applicable Laws other than the Shareholder Consent, which has been obtained.
Purchase Price Shares. The Purchase Price Shares are duly authorized, and upon transfer of the Purchase Price Shares to the Escrow Agent in accordance with the terms of ARTICLE II, will be validly issued, fully paid and nonassessable. The Purchase Price Shares will be issued in compliance with applicable Laws. The Purchase Price Shares will not be issued in violation of any Contract to which Buyer is a party or is subject or in violation of any preemptive or similar rights of any Person.
Purchase Price Shares. (a) Within 30 days after the end of each of the first two twelve month periods following the Closing Date, the Purchaser shall cause to be prepared and delivered to Sellers a statement of operations of the Company for such twelve month period, determined in accordance with generally accepted accounting principles ("GAAP"). Such statement of operations shall include (i) a separate calculation of the Company's annual earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA"). Unless within 15 days of delivery of such statement of operations by Purchaser to Seller, Purchaser shall have received a written objection from Seller to such statement of operations, then such draft shall be considered the final statement of operations of the Company for such period (the "Final Statement of Operations"). If within 15 days of delivery of the statement of operations by Purchaser to Seller, Purchaser shall have received a written objection from Seller to such statement of operations, then the Seller and Purchaser shall attempt to reconcile their differences diligently and in good faith and any resolution by them shall be final, binding and conclusive. If the Seller and the Purchaser are unable to reach a resolution with such effect within 5 business days of the Purchaser's receipt of the Seller's written notice of objection, the Seller and the Purchaser shall submit such dispute for resolution to an independent accounting firm mutually appointed by the Seller and the Purchaser (the "Independent Accounting Firm"), which shall determine and report to the parties and such report shall be final, binding and conclusive on the parties hereto. The fees and disbursements of the Independent Accounting Firm shall initially be paid by the Seller; provided, however, in the event that the Independent Accounting Firm determines that the Seller's objection to the statement of operations are valid, then the Purchaser shall pay the fee payable to the Independent Accounting Firm.
