The Consideration Shares Clause Samples

The Consideration Shares. None of the outstanding Purchaser Shares are listed and posted for trading on any stock exchange and the Purchaser is not a reporting issuer under applicable securities laws (the “Securities Laws”). Consequently, the Consideration Shares may be subject to an indefinite hold period. If required by Securities Laws, the certificates representing the Consideration Shares issued by the Purchaser will carry the standard legends required under Securities Laws for private placement transactions;

The Consideration Shares. The Consideration Shares are fully paid and non-assessable, free of any Liens, except for restrictions on transfer imposed by federal and state securities laws.

The Consideration Shares. The Consideration Shares to be issued pursuant to Section 3.2 of this Agreement will be duly authorized, validly issued, fully paid and non-assessable and will not be subject to preemptive rights created by statute, Purchaser's organizational documents or any agreement to which Purchaser is a party or by which it is bound.

The Consideration Shares. The creation and issuance of the Consideration Shares have been duly authorized and, when issued, sold and delivered by Buyer to Seller at the Closing under this Agreement, will validly issued, fully paid and nonassessable Preferred Shares, free and clear of all Encumbrances, other than any Encumbrances arising under the Buyer Memorandum and Articles. The Consideration Shares will be issued in compliance with all applicable securities laws, and without violation of the preemptive rights, rights of first refusal, rights of first offer, or similar rights of any Person.

The Consideration Shares. 3.1 The Consideration Shares will be issued credited as fully paid and free from liens or Encumbrances. 3.2 The Buyer has, or will have, following the passing of the resolutions set out in the Buyer Circular: (a) full power and authority to issue the Consideration Shares; and (b) complied with all of the provision of the Companies Act in respect of the issue of the Consideration Shares. 3.3 No agreement or arrangement (other than this agreement) exists pursuant to which any person has or may in the future have the right (exercisable now or in the future and whether contingent or not) to call for the issue, allotment, conversion or transfer of any share or loan capital in the Buyer (including by way of option or under any right of conversion or pre-emption). 3.4 The Consideration Shares represent no less than 25.51% of the entire issued share capital of the Buyer at Admission.

The Consideration Shares. 2.1 The Consideration Shares will, when issued, have been validly authorised and issued and be fully paid up and no further amounts will be payable to Aleph Cayman in respect of their issue. 2.2 Upon issue of the Consideration Shares A15 will be the sole legal and beneficial owner of, and have the right to exercise all voting and other rights over, the Consideration Shares. 2.3 When issued, there will be no Encumbrance on, over or affecting any of the Consideration Shares nor will there be any commitment by Aleph Cayman to give or create any such Encumbrance, and, so far as Aleph Cayman is aware, no person has claimed to be entitled to any such Encumbrance. 2.4 The Consideration Shares will constitute the Consideration Shares Percentage of the entire issued share capital of Aleph Cayman immediately following Completion. 2.5 There are no agreements or commitments outstanding which give to any person the right to call for the issue of any shares, debentures or other securities of Aleph Cayman or accord to any person the right to call for the issue of any such shares, debentures or other securities.

The Consideration Shares. 6.1 The Consideration Shares to be issued to the Vendor shall rank pari passu with the existing Common Stock of the Purchaser and shall rank in full for all dividends to be paid by the Purchaser on its Common Stock by reference to a dividend record date after the date of issue thereof. 6.2 The parties will endeavour to procure that the Consideration Shares will be listed for trading on the NASDAQ National Market and that the issue of the Consideration Shares to the Vendor hereunder is exempt from the registration requirements contained in Section 5 of the Securities Act because the issue of the Consideration Shares to the Vendor will satisfy the conditions of any suitable exemption from such registration requirements which the parties consider applicable to the issue of the Consideration Shares hereunder. 6.3 The parties will co-operate to seek to satisfy the requirements of any such exemption insofar as they are able and will execute such certificates, agreements and other instruments as may be reasonably necessary or appropriate to confirm the application of any such available exemptions. 6.4 If the Purchaser consolidates or subdivides its Common Stock or makes an issue by way of capitalisation or rights to holders of its Common Stock prior to the date of the issue of any of the Consideration Shares, their number shall (if and to the extent that the same shall not have previously been determined) be adjusted in such manner as the Purchaser's Stockbrokers (acting as experts and not as arbitrators) shall certify to be fair and reasonable to take account of such event. 6.5 The Vendor hereby represents as follows:- (a) the Consideration Shares have not been registered with the U.S. Securities and Exchange Commission (the "SEC") or the securities agency of any foreign government; and (b) the Vendor agrees to resell the Consideration Shares, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration.

The Consideration Shares. The Buyer is the sole and lawful owner of, and has full title to, all Consideration Shares, that will be transferred free from any Encumbrance to the Seller in accordance with the terms of this Agreement.

The Consideration Shares. At the Closing referred to in Section 4 hereof, the Buyer will issue to Sellers a share certificate/s – in accordance with Sellers’instructions specified in Schedule 3.3 herein – representing theConsideration Shares free and clear from any claims, liens, charges, pledges, security interests, encumbrances and any third party rights. The Consideration Shares shall not be registered for resale under the applicable U.S. laws and regulations and therefore may not be sold, transferred, assigned, offered for sale, pledged, hypothecated or otherwise disposed of for at least 6 months from the date of issuance. Thereafter, such shares may be sold in compliance with Rule 144 or pursuant to another applicable exemption under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Buyer represents, warrants and covenants that it has filed, and will continue to file, on a timely basis, at least for the first 12 months following the date of issuance of the Consideration Shares all reports required to be filed by the Buyer with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to the extent required for the sale of the Consideration Shares under Rule 144. Buyer has no obligation whatsoever to register the Consideration Shares under the Securities Act or other applicable securities laws or regulations. Notwithstanding the above and subject to any applicable law, Seller will be entitled to transfer the Consideration Shares or any part thereof to any of Seller’s currently existing shareholders provided that such transfer is permitted under any applicable law and that each transferee of said Consideration Shares shall be subject to abovementioned restrictions and shall confirm in writing that he undertakes to comply with such restrictions for as long as such restrictions shall be valid.