Purchaser's Common Stock. The Sellers will acquire the Purchaser’s Common Stock for their own account for investment purposes only, and not with a view to or for public sale or distribution in whole or in part directly or indirectly (including by way of equity syndication) prior to the expiration of the relevant holding periods set forth in Section 4.3.4. The Sellers are “accredited investors” as defined in Regulation D under the Securities Act of 1933, as amended.
Purchaser's Common Stock. The Purchaser’s Common Stock has been duly and validly authorized and, when issued pursuant to this Agreement, will be validly issued, fully paid and non-assessable, and shall be free and clear of all restrictions, except for restrictions on transfer imposed by applicable securities law or by this Agreement. The issuance of the Purchaser’s Common Stock to be issued to the Sellers pursuant to this Agreement does not contravene the rules and regulations of The NASDAQ Global Select Market. Based on representations from the Sellers, the Purchaser’s Common Stock to be issued to the Sellers pursuant to this Agreement will be exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and other applicable state securities laws.
Purchaser's Common Stock. (1) Xxx Xxxxx represents and warrants that no Seller which holds 50% or more of the voting securities of Trimco or has a contractual power presently to designate 50 per cent. or more of the members of the board of directors of Trimco either has (or controls entities that have in the aggregate) annual net sales or revenues of $100 million or more (as shown on their most recent regularly prepared annual statement of income and expenses) or has (or controls entities that have in the aggregate) total assets of $100 million or more (as shown on their most recently prepared balance sheet). -------------------------------------------------------------------------------
Purchaser's Common Stock. The issuance of the Shares pursuant to this Agreement is not and will not be subject to any preemptive rights, rights of first refusal, subscription or similar rights that have not been properly waived. Subject to the truth and correctness of the representations and warranties contained in Section 2.39 and to the Seller Group's compliance with the agreements contained therein, the Shares to be issued pursuant to this Agreement have been duly authorized, and when issued pursuant to the terms of this Agreement will be validly issued and outstanding, fully paid and non-assessable and free from any lien or encumbrance (including any pre-emptive rights) and such Shares will be approved for listing on the New York Stock Exchange, subject to official notice of issuance. Section 3.8
Purchaser's Common Stock. The issuance of the Shares pursuant to this Agreement is not and will not be subject to any preemptive rights, rights of first refusal, subscription or similar rights that have not been properly waived. The Shares to be issued pursuant to this Agreement have been duly authorized and when issued pursuant to the terms of this Agreement will be validly issued and outstanding, fully paid and non-assessable and free from any lien or encumbrance (including any pre-emptive rights) and such Shares will be approved for listing on the New York Stock Exchange, subject to official notice of issuance. The Purchaser’s common stock is currently traded on the New York Stock Exchange and the Purchaser has not received any notice relating to the delisting of its common stock.
Purchaser's Common Stock. The Purchaser's Common Stock will, upon delivery to the Selling Shareholders, be duly authorized, validly issued, fully paid and nonassessable, with no personal liability attaching to the ownership thereof (except as otherwise set forth herein), other than liabilities imposed upon stockholders generally by the provisions of the Delaware General Corporation Law and will not be subject to any other restrictions, except as may be imposed by applicable law.
Purchaser's Common Stock. The shares of Purchaser's Common Stock, when issued and delivered to the Stockholders pursuant to the provisions of this Agreement, will be validly issued and outstanding, fully-paid and non-assessable, free and clear of all liens other than restrictions on resale arising by the lock-up agreement, exhibit E, or by virtue of Federal and state securities laws of the United States (and to the extent applicable the provisions of the Investment Representation Certificate to be delivered by VH and AMS at the Closing), and will not be subject to any preemptive right of shareholders of Purchaser. The shares of Purchaser's Common Stock issued to the Stockholders together with 68,000 additional shares of Purchaser's Common Stock to be included in the Option Program described in Schedule 3.1.3, represent [1.8%] of the Applicable Purchaser Shares, as calculated and defined in Schedule 4.7 hereto (the "Stockholders Closing Percentage").
Purchaser's Common Stock. The shares of Purchaser's Common Stock, when issued and delivered to the Stockholders pursuant to the provisions of this Agreement, will be validly issued and outstanding, fully-paid and non-assessable, free and clear of all liens other than restrictions on resale arising by the lock-up agreement, exhibit E, or by virtue of Federal and state securities laws of the United States (and to the extent applicable the provisions of the Investment Representation Certificate to be delivered by VH and AMS at the Closing), and will not be subject to any preemptive right of shareholders of Purchaser. The shares of Purchaser's Common Stock issued to the Stockholders together with 68,000 additional shares of Purchaser's Common Stock to be included in the Option Program described in Schedule 3.1.3, represent [1.8%] of the Applicable Purchaser Shares, as calculated and defined in Schedule 4.7 hereto (the "Stockholders Closing Percentage"). ARTICLE Error! Unknown switch argument. ACTIONS AT CLOSING BY THE STOCKHOLDERS Simultaneously herewith: Section Error! Unknown switch argument..Error! Unknown switch argument. Required Approvals, Notices and Consents. The Stockholders have obtained or given, at no expense to the Purchaser and there have not been withdrawn or modified, any notices, consents, approvals or other actions listed on Schedules 3.1.6 or 3.9.2 hereof (including without limitation, obtaining all consents, approvals and/or waivers required under the contracts listed on Schedule 3.8 in order to permit the consummation of the transactions contemplated by this Agreement without causing or resulting in a default, event of default, acceleration event or termination event under any of such documents and without entitling any party to any of such documents to exercise any other right or remedy adverse to the interests of the Purchaser or the Company thereunder). Each such consent or approval was in form reasonably satisfactory to counsel for the Purchaser. The same applies to the approval required pursuant to section 7.3 herein.
Purchaser's Common Stock. As additional consideration for the Data, Purchaser shall issue to Seller 40,000,000 shares of Purchaser's authorized but unissued $0.001 par value common stock (the "Common Shares").
Purchaser's Common Stock. Sellers and XxXxxxxxxx agree that the Shares issued to them by the Purchaser, pursuant to Sections 1.2 and 1.4 respectively (the “Consideration Shares”), will not be, directly or indirectly, sold, pledged, transferred, or otherwise disposed of; except that Sellers or XxXxxxxxxx may each, individually, sell an amount of such Consideration Shares, in each calendar quarter, commencing during the first quarter of 2004, equal to the greater of (i) the number of such Consideration Shares required to fund any U.S. income taxes owed by them individually as a direct result of the transaction contemplated by this Agreement, or (ii) 25% of the total number of the Consideration Shares as of the Effective Date, or (iii) such number of Consideration Shares, the sale of which are required to fund Seller’s obligations under Section 4.3. Sellers further agree that all sales by them of Consideration Shares shall be conducted after thirty (30) days’ prior notice by fax to (and through) ABN AMRO Morgans (Brisbane, Queensland, Australia) or another Australian securities broker agreed upon by an individual Seller and Purchaser. In the event that the outstanding shares of Purchaser’s common stock after the date of this Agreement are increased or decreased in number or changed into or exchanged for a different number or kind of shares or other securities of Purchaser or of another corporation, by reason of any reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination of shares, or dividend payable in shares, the parties shall make an appropriate adjustment to the number and kind of shares constituting the Consideration Shares, to the end that the Sellers’ proportionate interest in Purchaser shall be maintained as if such event had not occurred.
