Stock of Buyer Sample Clauses

Stock of Buyer. Buyer shall cause to be issued in the name of the Seller, Six Million (6,000,000) restricted shares of its common stock on the Closing Date pursuant to the terms of the Subscription Agreement attached hereto as Exhibit 3.1(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. c)
Sample 1
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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.
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
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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 the common 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, $0.01 par value per share, of the Surviving Corporation.

  • Purchase and Sale of Preferred Shares Upon the following terms and conditions, CDRD shall issue and sell to each Investor severally, and each Investor severally shall purchase from CDRD, the number of First Closing Shares and up to the number of Second Closing Shares indicated next to such Investor's name on Schedule I attached to this Agreement."

  • 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.

  • Availability of Shares of Preferred Stock (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or any shares of Preferred Stock held in its treasury, the number of shares of Preferred Stock that will be sufficient to permit the exercise in full of all outstanding Rights.

  • Purchase and Sale of Preferred Stock 1.1 Sale and Issuance of Series B Preferred Stock. ---------------------------------------------

  • Parent Shares All of the Parent Shares issuable in accordance with this Agreement will be, when so issued, duly authorized, validly issued, fully paid and non-assessable and free and clear of any liens (other than those created under federal and state securities laws or the Voting Agreement) and not subject to preemptive or other similar rights of the stockholders of Parent.

  • Limitation on Preferred Stock of Restricted Subsidiaries The Company will not permit any of its Restricted Subsidiaries to issue any Preferred Stock (other than to the Company or to a Wholly Owned Restricted Subsidiary of the Company) or permit any Person (other than the Company or a Wholly Owned Restricted Subsidiary of the Company) to own any Preferred Stock of any Restricted Subsidiary of the Company.

  • Availability of Preferred Shares The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Preferred Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Preferred Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's reasonable satisfaction that no such tax is due.

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