The Stock Consideration Sample Clauses

The Stock Consideration. At the Effective Date, each Seller ----------------------- shall receive a certificate or certificates representing the number of shares of Parent Common Stock set forth beside his or her name on Exhibit B (the "Stock Consideration").

The Stock Consideration. 2.1 The amount of the Stock Consideration shall be Two Hundred Twenty-Five Thousand ($225,000.00)

The Stock Consideration. (i) Parent Common Stock is registered under Section 12(b) of the Exchange Act and is listed on the NYSE, and Parent has not received any notice of delisting. No judgment, order, ruling, regulation, decree, injunction, or award of any securities commission or similar securities regulatory authority or any other Governmental Authority, or of the NYSE, preventing or suspending trading in any Equity Securities of Parent has been issued and is continuing, and no proceedings for such purpose are, to the Knowledge of Parent, pending, contemplated or threatened. (ii) The Stock Consideration and the shares of Common Stock issuable upon conversion of the Series A Preferred Stock, when issued pursuant to the terms of this Agreement and the Preferred Stock Designation, as applicable, will be issued in the name of the Holdings and/or its designee(s), and duly authorized, validly issued, fully paid and non-assessable and will be free and clear of any and all pledges, claims, restrictions, charges, preemptive, preferential or similar purchase rights, security interests, hypothecations or other Encumbrances of any nature whatsoever, other than such transfer restrictions of general applicability as may be provided under the Securities Act, and the “blue sky” laws of the various states of the United States and such Encumbrances as may be imposed by the Company. (iii) At or prior to Closing, 106,250,000 shares of Common Stock to be issued upon any conversion of shares of Preferred Stock into Common Stock shall have been duly reserved for such issuance and approved for listing on the NYSE, subject to official notice of issuance.

The Stock Consideration. Acquiror has duly reserved for issuance the shares of its Common Stock which will constitute the Stock Consideration. Such shares when issued in accordance with the terms of this Agreement, will be validly authorized, legally issued, and fully paid and nonassessable.

The Stock Consideration. A certificate signed by a duly authorized officer of Buyer, dated as of the Closing Date, confirming: (i) the truth and accuracy, giving effect to the exceptions set forth in Buyer's Disclosure Letter of all the representations and warranties of Buyer set forth in this Agreement and the Purchase Documents as of the date of this Agreement (giving effect to Buyer's Disclosure Letter, but without giving effect to any Buyer's Supplemental Disclosure Letter) and as of the Closing Date (giving effect to Buyer's Disclosure Letter and any Buyer's Supplemental Disclosure Letter); (ii) that all agreements and covenants of Buyer and Acquirer required to have been performed or complied with have been performed or complied with; and (iii) that all necessary corporate actions or other actions have been taken by Buyer, as applicable, to authorize the consummation of the Contemplated Transactions.