TRC Shares. Owner further acknowledges that the stock certificates evidencing the shares of TRC common stock delivered to Owner as described in Section 5.1A and Section 5.1B (the “TRC Shares”) carry a legend indicating that the TRC Shares have not been registered under the Securities Act of 1933 and are restricted securities and that such securities require a one-year holding period before they can be offered for sale.

TRC Shares. Concurrently with the execution of this Agreement, Owner shall execute and deliver to TRC a Subscription Agreement in the form attached as Exhibit B (the “Subscription Agreement”) and TRC shall issue Owner a total of 50,000 shares of TRC common stock. TRC further agrees to issue to Owner the following additional shares of TRC common stock on the dates set forth below, provided that this Agreement remains in effect on those dates: April 1, 2006 75,000 shares April 1, 2007 100,000 shares April 1, 2008 150,000 shares

TRC Shares. Owner acknowledges receiving 10,000 shares of TRC common stock (the “TRC Shares”), on January 30th, 2004, pursuant to a Letter of Intent between TRC and Owner (the “Letter of Intent”), and in connection with that certain Mineral Lease Agreement dated April 28, 2004, between the Parties, covering the Property and the Sun, Pac, and HD Claims in Xxx and Mineral Counties, Nevada, which Mineral Lease Agreement (the “Original Lease”) is superseded insofar as it relates to the Property by this Agreement. Owner further acknowledges that the stock certificates evidencing the TRC Shares carry a legend indicating that the TRC Shares have not been registered under the Securities Act of 1933 and are restricted securities. Such securities require a one-year holding period before they can be offered for sale.

TRC Shares. On execution of this Agreement, TRC shall issue and deliver to Owner one hundred thousand (100,000) shares of TRC common stock. The stock will be issued with an effective date of September 15, 2006 in proportion to Owner’s interest in this Agreement (that is, 85,000 shares will be issued and delivered to Xxxxxx Van Ert and 15,000 shares will be issued and delivered to Xxxx Xxxxxxx). TRC agrees to further issue and deliver to Owner one hundred thousand (100,000) shares of TRC common stock on September 15 of each subsequent year that this Agreement remains in effect, in the same proportion as specified above. Owner acknowledges that the stock certificates evidencing the TRC Shares may carry a legend indicating that the shares have not been registered under the Securities Act of 1933, as amended, and are restricted securities for purposes of U.S. federal securities laws. TRC represents that such securities require a one-year holding period before they can be offered for sale but agrees that in any case the restrictions imposed on TRC shares granted to Owner under this Agreement may not exceed restrictions on similarly situated securities. The removal of the restrictive legend is done by request of Owner through a selling broker to the Transfer Agent and includes an opinion letter from TRC counsel. TRC will not unduly delay any registration process that is within TRC’s control, and if TRC’s stock is registered on the Toronto Stock Exchange or any other stock exchange, Owner may elect to take any or all shares to which it is entitled hereunder through that exchange upon notice to TRC.

TRC Shares. The TRC shares to be delivered as provided in this Agreement will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of all Liens; and Parent will use its best efforts to have the TRC Shares registered under the Federal Securities Act of 1933 as amended, as well as under all applicable state and federal securities law, as provided in Section 2.2 (d) (ii), so that the Shareholders may publicly sell, trade, transfer, pledge, hypothecate and exchange the TRC shares without restriction.

Related to TRC Shares

Merger Shares The Merger Shares have been duly authorized and, when issued in consideration for the conversion of the Company Shares, as a result of the Merger and pursuant to the terms hereof, will be validly issued, fully paid and non-assessable, and not subject to any liens, pledges, charges, encumbrances, restrictions of any kind, preemptive rights or any other rights or interests of third parties or any other encumbrances, except for applicable securities law restrictions on transfer, including those imposed by Regulation D or Section 4(2) of the Securities Act and Rule 144 promulgated under the Securities Act and under applicable “blue sky” state securities laws. Assuming that all of the holders of Company Shares are “accredited investors,” as such term is defined in Regulation D promulgated under the Securities Act, and that all such Persons have complied with all of the terms and conditions of this Agreement, the offer and sale of the Merger Shares under this Agreement will be exempt from the registration requirements of the Securities Act and in compliance with all federal and state securities laws.
Exchange Shares There shall be allocated to the Distributor and each Other Distributor, as the case may be, all Commission Shares of such Portfolio which were issued during or after the period referred to in (a) as a consequence of one or more free exchanges of Commission Shares of the Portfolio or of another portfolio (other than Free Appreciation Shares) (the "Exchange Shares"), which in accordance with the transfer records maintained for such Portfolio can be traced to Commission Shares of the Portfolio or another portfolio initially issued by the Company or such other portfolio during the time the Distributor or such Other Distributor, as the case may be, was the exclusive distributor for the Shares of the Portfolio or such other portfolio.
Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.
Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.
Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.
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.
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.
Purchaser Shares The issuance, transfer, and delivery of the Purchaser Shares hereunder have been duly authorized by all required corporate action on the part of Purchaser, and when issued, transferred, and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, free and clear of all Encumbrances.
Common Shares 4 Company...................................................................................... 4
Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

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