The Securities Exchange Sample Clauses

The Securities Exchange. (a) Upon the terms and subject to the conditions hereof, at the execution of this Agreement and thereby the Closing,, the shareholders of the Company who have accepted the Offer will be deemed to have transferred to the Purchaser their shares of Company Capital Stock, and the Purchaser shall be deemed to have issued to each shareholder of the Company so-transferring their shares in the Company, the number of fully-paid and nonassessable shares of IMA Common Stock necessary to permit the Share Exchange to be effected on the basis of 500 shares of IMA Common Stock for each one (1.0) share of Company Capital Stock, as further defined in EXHIBIT A hereto. No fractional shares of IMA Common Stock will be issued. In lieu of issuing fractional shares of IMA Common Stock to any of the Company’s shareholders, the number of shares of IMA Common Stock issuable any holder of the Company Capital Stock who would otherwise receive a fractional share of IMA Common Stock will be rounded up to the nearest whole share.
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The Securities Exchange. Subject to the terms and conditions of this Agreement, on the Closing Date:
The Securities Exchange. (a) Upon the terms and subject to the conditions hereof, at the Closing, the shareholders of the Company who have accepted the Offer will be deemed to have transferred to the Purchaser their shares of Company Capital Stock, and the Purchaser shall be deemed to have issued to each shareholder of the Company so-transferring their shares in the Company, the number of fully-paid and nonassessable shares of ICE Common Stock necessary to permit the Share Exchange to be effected on the basis of 175.14 shares of ICE Common Stock for each one (1.0) share of Company Capital Stock. No fractional shares of ICE Common Stock will be issued. In lieu of issuing fractional shares of ICE Common Stock to any of the Company’s shareholders, the number of shares of ICE Common Stock issuable any holder of the Company Capital Stock who would otherwise receive a fractional share of ICE Common Stock will be rounded up to the nearest whole share.
The Securities Exchange. (a) Upon the terms and subject to the conditions hereof, at the Closing of this Agreement, the sole shareholder of the Company who has accepted the Offer will be deemed to have transferred to the Purchaser his shares of Company Capital Stock, and the Purchaser shall be deemed to have issued to said shareholder of the Company, or said shareholder’s designated individual or corporate assignees as shall be provided by said shareholder, the number of fully-paid and nonassessable shares of MVI Common Stock necessary to permit the Share Exchange to be effected as per Section 1.1 (c).
The Securities Exchange 

Related to The Securities Exchange

  • Listing on Securities Exchange If the Company shall list any shares of Common Stock on any securities exchange, it will, at its expense, list thereon, maintain and, when necessary, increase such listing of, all shares of Common Stock issued or, to the extent permissible under the applicable securities exchange rules, issuable upon the exercise of this Warrant so long as any shares of Common Stock shall be so listed during the Exercise Period.

  • Securities Exchange Act The term “

  • Reports Under Securities Exchange Act of 1934 With a view to making available to the Holders the benefits of Rule 144 promulgated under the Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to:

  • Issuance of the Securities; Registration The Offered Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on May 4, 2021 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto, at the time the Prospectus Supplement or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement eligible to use Form S-3. The Company is eligible to use Form S-3 under the Securities Act and it meets the transaction requirements as set forth in General Instruction I.B.1 of Form S-3.

  • Stock Exchange Delisting; Deregistration Prior to the Closing Date, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable laws and rules and policies of NASDAQ to enable the delisting by the Surviving Corporation of the Shares from NASDAQ and the deregistration of the Shares under the Exchange Act as promptly as practicable after the Effective Time.

  • of the Securities Act The Issuer agrees that, if it shall issue commercial paper after the date hereof in reliance upon such exemption (a) the proceeds from the sale of the Notes will be segregated from the proceeds of the sale of any such commercial paper by being placed in a separate account; (b) the Issuer will institute appropriate corporate procedures to ensure that the offers and sales of notes issued by the Issuer pursuant to the Section 3(a)(3) exemption are not integrated with offerings and sales of Notes hereunder; and (c) the Issuer will comply with each of the requirements of Section 3(a)(3) of the Securities Act in selling commercial paper or other short-term debt securities other than the Notes in the United States.

  • Stock Exchange Delisting Prior to the Closing Date, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Laws and rules and policies of the New York Stock Exchange to enable the delisting by the Surviving Corporation of the Shares from the New York Stock Exchange as promptly as practicable after the Effective Time and the deregistration of the Shares under the Exchange Act at the Effective Time.

  • Conversion of Securities Exchange of Certificates Section 2.1 Effect on Capital Stock 3 Section 2.2 Certain Adjustments 3 Section 2.3 Dissenting Shares 4 Section 2.4 Exchange of Company Common Stock 4 Section 2.5 Treatment of Company Stock Plans 7 Section 2.6 Treatment of Employee Stock Purchase Plan 8 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY Section 3.1 Corporate Organization 9 Section 3.2 Capitalization 10 Section 3.3 Corporate Authorization 11 Section 3.4 No Conflicts 12 Section 3.5 Governmental Approvals 13 Section 3.6 Company SEC Filings; Financial Statements; Controls 13 Section 3.7 No Undisclosed Liabilities 14 Section 3.8 Absence of Certain Changes or Events 15 Section 3.9 Compliance with Laws; Permits 15 Section 3.10 Litigation 16 Section 3.11 Taxes 17 Section 3.12 Employee Benefit Plans and Related Matters; ERISA 18 Section 3.13 Material Contracts 21 Section 3.14 Intellectual Property 23 Section 3.15 Properties 24 Section 3.16 Environmental Matters 24 TABLE OF CONTENTS (continued) Page Section 3.17 Insurance 25 Section 3.18 Labor and Employment Matters 25 Section 3.19 Affiliate Transactions 26 Section 3.20 Customers and Suppliers 26 Section 3.21 Product Liability 27 Section 3.22 Takeover Statutes 27 Section 3.23 Brokers and Finders’ Fees 27 Section 3.24 Opinion of Financial Advisor 27 Section 3.25 No Other Representations and Warranties; Disclaimers 27

  • Securities Act and Exchange Act The Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the Exchange Act as from time to time in force, so far as necessary to permit the continuance of sales of, or dealings in, the Placement Shares as contemplated by the provisions hereof and the Prospectus.

  • The Securities and the Guarantees The Securities have been duly authorized by the Company and, when duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and the Guarantees have been duly authorized by each of the Guarantors and, when the Securities have been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be valid and legally binding obligations of each of the Guarantors, enforceable against each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

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