Consideration Securities definition
Examples of Consideration Securities in a sentence
When issued, the Valdy Consideration Securities to be issued to the INX Securityholders will be duly and validly issued by Valdy as fully paid and non-assessable securities and will not be issued in violation of the terms of any agreement or other understanding binding upon Valdy at the time that such securities are issued and will be issued in compliance with the constating documents of Valdy and all applicable Laws.
The Parties hereby agree, that to the extent so required under the relevant Israeli Income Tax Ruling, the Valdy Consideration Securities distributable hereunder shall be deposited with a paying agent, who shall act as a paying or escrow agent, subject to the terms of the Israeli Income Tax Ruling and a customary paying agent agreement shall be executed prior to the Closing Time by the Parties.
Notwithstanding any other provision of this Agreement, no fractional Consideration Securities will be issued in the Transaction.
The Selling Stockholder is acquiring the Consideration Securities for the Selling Stockholder's own account for investment and not with a view to the sale or distribution thereof or the granting of any participation therein, and has no present intention of distributing or selling to others any of such interest or granting any participation therein.
The Purchased Equity shall be converted into and shall thereafter represent the right of each Seller to receive the Base Purchase Price (as defined below) and Consideration Securities (as defined below) on a Pro Rata Share basis (the “Merger Consideration”).