Examples of AGI Common Stock in a sentence
The sales of shares of AGI Common Stock in accordance with the terms of this Agreement will not violate any rules of the Nasdaq National Market or the National Association of Securities Dealers as in effect on the date hereof and the Closing Date.
AGI has full power and authority (including full corporate power and authority) to execute and deliver the Transaction Documents, to perform its obligations thereunder and to issue the shares of AGI Common Stock to be issued pursuant to this Agreement.
Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain a legend substantially to the following effect: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state of the United States or in any other jurisdiction.
Neither any Stockholder nor COMCOR shall transfer or assign any shares of AGI Common Stock to any Related Person, unless such Related Person shall execute a written instrument acknowledging that such Related Person intends to be bound by the terms of this Agreement.
So long as COMCOR owns not less than 12.5% of the issued and outstanding AGI Common Stock, calculated on a fully diluted basis treating all options as exercised and all convertible securities as converted, without the prior written consent of COMCOR, AGI shall not make a material change in the nature of the business and operations conducted by AGI on the date hereof.
So long as COMCOR owns any of the shares of the AGI Common Stock to be issued hereunder, AGI shall timely file, or seek permissible extensions for filing, all reports required to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act, and AGI shall not terminate its status as an issuer required to file reports under the Securities Exchange Act even if the Securities Exchange Act or the rules and regulations thereunder would permit such termination.
So long as COMCOR owns at least 10% of the shares of the AGI Common Stock to be issued hereunder, AGI shall use reasonable efforts such that the AGI Common Stock will continue to be quoted on the Nasdaq National Market and shall comply in all respects with the reporting, filing and other obligations of the bylaws or rules of the National Association of Securities Dealers.
Notwithstanding the foregoing, in no event shall the total number of shares of AGI Common Stock to be issued and outstanding after giving effect to closing of transactions contemplated by the MBC Agreement, as calculated on a fully diluted basis as reported in the SEC Documents excluding the shares to be issued pursuant to this Agreement and any shares to be issued pursuant to §4(e)(i) and (iv) above, exceed 5,000,000.
AGI shall, on or before the Closing Date, take any such action as AGI shall reasonably determine is necessary to qualify the AGI Common Stock to be issued pursuant to §2 for sale to COMCOR under applicable securities or "blue sky" Laws of the states of the United States or any other jurisdiction (or to obtain exemption therefrom), and AGI shall provide evidence of any such action to be taken to COMCOR on or prior to the Closing Date.
Each Party acknowledges and agrees that the other Party would be damaged irreparably in the event that COMCOR shall fail to deliver the CCTV Shares to be delivered on the Closing Date in accordance herewith or AGI shall fail to issue the AGI Common Stock to COMCOR on the Closing Date in accordance herewith.