THE ACQUISITION STOCK Sample Clauses

THE ACQUISITION STOCK. As of the date of Closing, the Acquisition Stock will constitute, in the aggregate, 78.6 percent of all of the issued and outstanding common stock of RWEI, with the rights, privileges and preferences that are described in RWEI's articles of incorporation. As of the date of Closing the Acquisition Stock will have been duly and validly issued and is and will be nonassessable. The Acquisition Stock will be restricted stock, consistent with Section 1.3 of this Agreement. Title to the Acquisition Stock will be in the name of the Acquired Company's Shareholders in the official records of RWEI and in the records of RWEI's stock transfer agent, if any.
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THE ACQUISITION STOCK. As of the date of Closing, the Acquisition Stock will constitute, in the aggregate, 74% percent of all of the issued and outstanding common stock of SBC, with the rights, privileges and preferences that are described in SBC's articles of incorporation. As of the date of Closing the Acquisition Stock will have been duly and validly issued and is and will be nonassessable. The Acquisition Stock will be restricted stock; consistent with Section 1.5 of this Agreement. Title to the Acquisition Stock will be in the name of the Acquired Company Shareholders in the official records of SBC and in the records of SBC's stock transfer agent.
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THE ACQUISITION STOCK. As of the date of Closing, the Acquisition Stock will constitute, on an as-converted basis, in the aggregate, not less than 90% of all of the issued and outstanding common stock of CC after the Closing, with the rights, privileges and preferences that are described in CC's articles of incorporation. As of the date of Closing the Acquisition Stock will have been duly and validly issued and is and will be nonassessable. The Acquisition Stock will be restricted stock, consistent with the provisions of this Agreement. Title to the Acquisition Stock will be in the name of the Acquired Company's Shareholders in the official records of CC and in the records of CC's stock transfer agent, if any.
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THE ACQUISITION STOCK. As of the date of Closing, the Acquisition Stock will constitute, in the aggregate, 85% percent of all of the issued and outstanding common stock of SOSI, with the rights, privileges and preferences that are described in SOSI's articles of incorporation. As of the date of Closing the Acquisition Stock will have been duly and validly issued and is and will be nonassessable. The Acquisition Stock will be restricted stock, consistent with Section 1.3 of this Agreement. Title to the Acquisition Stock will be in the name of the Acquired Company's Shareholders in the official records of SOSI and in the records of SOSI'x xtock transfer agent, if any.
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THE ACQUISITION STOCK. An aggregate of (a) eight million eight hundred and fifty nine thousand (8,859,000) shares of Commodore Common Stock shall be issued to the Stockholders, in equal amounts as between them, and (b) one million six hundred and forty-one thousand (1,641,000) shares of Commodore Common Stock shall be issued to the Company, to be reserved for distribution or payment in cash in the manner provided in Section 9.8 hereof. Such ten million five hundred thousand (10,500,000) shares of Commodore Common Stock is hereinafter collectively referred to as the "Acquisition Stock").
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Related to THE ACQUISITION STOCK

  • The Acquisition Upon the terms and subject to the conditions hereof, at the Closing (as hereinafter defined) the parties shall do the following:

  • COVENANTS OF THE ACQUIRING FUND AND THE ACQUIRED FUND 5.1. The Acquiring Fund and the Acquired Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include the declaration and payment of customary dividends and distributions, and any other distribution that may be advisable.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • The Share Exchange Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined):

  • Shareholder Transactions (i) Process shareholder purchase and redemption orders in accordance with conditions set forth in the Trust's prospectus.

  • Purchase and Sale of the Private Placement Warrants (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 7,500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 600,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Trust Account in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

  • Acquired Shares Any Shares or other voting securities of the Bank with respect to which beneficial ownership is acquired by Shareholder or its affiliates, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such Shares or upon exercise or conversion of any securities of the Bank, if any, after the date hereof shall automatically become subject to the terms of this Agreement.

  • Consummation of Acquisition Concurrently with the making of the initial Loans, (i) the Buyer shall have purchased pursuant to the Acquisition Documents (no provision of which shall have been amended or otherwise modified or waived in a manner that is materially adverse to the Lenders’ interests) without the prior written consent of the Agents), and shall have become the owner, free and clear of all Liens, of all of the Acquisition Assets, (ii) the proceeds of the initial Loans shall have been applied in full to pay a portion of the Purchase Price payable pursuant to the Acquisition Documents for the Acquisition Assets and the closing and other costs relating thereto, and (iii) the Buyer shall have fully performed all of the obligations to be performed by it under the Acquisition Documents.

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

  • Purchase and Sale of Convertible Debentures 5 2.1 Purchase and Sale; Purchase Price..........................................................................5 2.2 Execution and Delivery of Documents; the Closing...........................................................6 2.3 The Post-Closing...........................................................................................7

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