Stock of Buyer Clause Examples

The 'Stock of Buyer' clause defines the terms and conditions under which the buyer's stock is involved in a transaction, such as being used as consideration for a purchase. This clause typically outlines the type and amount of stock to be issued, any restrictions on transfer, and the rights attached to the stock, such as voting or dividend rights. By specifying these details, the clause ensures both parties understand the nature of the equity being exchanged, thereby reducing uncertainty and potential disputes regarding the buyer's stock in the transaction.
Stock of Buyer. The authorized capital stock of Purchasers consists of 10,000,000 shares of common stock having a par value of $.0001 each of which 3,180,000 shares are issued and outstanding. The Shares when issued will be, validly issued, fully paid, and nonassessable.
Stock of Buyer. Buyer shall cause to be issued in the name of the Seller, Two hundred and fifty two million (252,000,000) restricted shares of its common stock on the Closing Date pursuant to the terms of the Subscription Agreement attached hereto as Exhibit 2.1 (the "Securities"). The Securities shall be issued pursuant to applicable state and federal securities laws exemptions and shall contain an appropriate legend restricting their transferability.
Stock of Buyer. The authorized capital stock of Buyer consists of 100,000,000 shares of $0.0001 par value common stock, 65,770,596 shares of which are currently issued and outstanding, and 20,000,000 shares of 0.0001 par value preferred stock, none of which issued. Buyer has outstanding 1,181,584 options pursuant to an Incentive Stock Option Plan and 3,480,000 options issued to the officers of the company to purchase Buyer's common stock. There are no other outstanding subscriptions, options, rights, warrants, convertible securities or other agreements or commitments obligating Buyer to issue or transfer from treasury shares of its capital stock.
Stock of Buyer. The shares of Buyer's common stock to be issued to Seller pursuant to this Agreement shall be fully paid and non-assessable.
Stock of Buyer. The balance of the closing price shall be paid through the issuance of shares of common stock of Buyer, which shall be priced at the average closing price for the shares (“XXXX”) for the previous 5 days immediately prior to closing, with a minimum price of 20 cents per share, and a maximum price 40 cents per share. If, however the average closing price of the stock, as defined herein, is less than 15 cents per share, the cash portion of the purchase price shall be changed to $2,215,000, and the stock portion reduced by $150,000.
Stock of Buyer. 27 4.3. Due Execution and Authority ................................... 27 4.4. No Violation .................................................. 27 4.5. Financial Statements .......................................... 27 4.6. Absence of Undisclosed Liabilities ............................ 28 4.7.
Stock of Buyer. Robexx Xxxx Xxxlds, III agrees to acquire from Buyer and accept, in full payment of the Common Stock Consideration Amount a number of shares of common stock of the Buyer ("Common Stock") having an aggregate value equal to the Common Stock Consideration Amount, with each share of the Common Stock to be valued for this purpose at the price per share of the Common Stock to the public in the Buyer's contemplated initial public offering (the "IPO") or the fair market value per share as determined on the Closing Date in good faith by the Buyer's Board of Directors if the IPO has not occurred on or before the Closing Date (the "Common Stock Price"). The number of such shares to be delivered to Robexx Xxxx Xxxlds, III by Buyer and accepted by Robexx Xxxx Xxxlds, III above shall be the quotient (the "Common Stock Share Amount") determined by dividing the Common Stock Consideration Amount by the Common Stock Price. If the IPO occurs within one (1) year after the Closing, then the Common Stock Price will be recalculated using the IPO price per share of the Common Stock to the public, the Common Stock Share Amount will be recalculated and the Buyer will deliver any additional shares of Common Stock required by said recalculated Common Stock Share Amount to Robexx Xxxx Xxxlds, III or Robexx Xxxx Xxxlds, III will return to the Buyer any shares he has received which exceed the recalculated Common Stock Share Amount.

Related to Stock of Buyer

  • Capital Stock of the Company The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

  • Capital Stock of Sub Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Capital Stock of Merger Sub Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.0001 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

  • Purchase and Sale of Preferred Shares (a) Subject to the terms and the conditions set forth herein, and in reliance upon the representations and warranties of the Company and the First Closing Investors set forth herein or in any certificate or other document delivered pursuant hereto, the Company issued, sold and delivered to each First Closing Investor, free and clear of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), and each First Closing Investor purchased at the First Closing, the number of Series A Preferred Shares set opposite such First Closing Investor’s name in the column labeled “Series A Preferred Shares purchased at the First Closing” on Appendix I-A from the Company at a purchase price of $3.7999696 per share. (b) Subject to the terms and the conditions set forth herein, and in reliance upon the representations and warranties of the Company and the Second Closing Investors set forth herein or in any certificate or other document delivered pursuant hereto, the Company shall issue, sell and deliver to each Second Closing Investor, free and clear of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), and each Second Closing Investor shall purchase at the Second Closing, the number of Series B Units set opposite such Second Closing Investor’s name in the column labeled “Series B Units to be purchased at the Second Closing” on Appendix I-B from the Company at a purchase price of $3.00 per Series B Unit, subject to the limitation set forth in Section 2.5 with respect to the Debenture Holder Investors. The Series B Preferred Shares shall accrue dividends from the date of issuance.

  • Preferred Shares The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.