Examples of Elecsys Common Stock in a sentence
MBBS understands that the shares of Elecsys Common Stock are being offered and sold in reliance upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of MBBS set forth in this Agreement, in order that Buyer and Elecsys may determine the applicability and availability of the exemptions from registration of Elecsys Common Stock on which Elecsys is relying.
MBBS understands and agrees that the Elecsys Common Stock to be issued pursuant to this Agreement has not been registered under the Securities Act or the securities laws of any state of the U.S. or any foreign jurisdiction and that the issuance of Elecsys Common Stock is being effected in reliance upon an exemption from registration afforded under Regulation D of the Securities Act for transactions by an issuer not involving a public offering.
If the total number of shares of Elecsys Common Stock issued pursuant to this Agreement exceeds 659,000, notwithstanding the provisions of Section 7 above, Buyer may, at its sole discretion, elect to pay the additional consideration in U.S. Dollars instead of Elecsys Common Stock.
In consideration of Seller’s sale of the Assets to Buyer, Buyer unconditionally agrees, in addition to assumption of the Assumed Liabilities, to pay to MBBS at Closing a total of 175,000 Shares of Elecsys Common Stock (hereinafter called the “Purchase Price”).
If Buyer so elects, the amount to be paid will be calculated by multiplying the number of shares of Elecsys Common Stock that would otherwise be issued under Section 7 above by the trailing 365-day average closing price for the preceding Elecsys fiscal year.
The regulations require that no person shall emit noise in excess of permissible noise levels, unless permitted by a license issued under these Regulations.
Seller understands and agrees that the Elecsys Common Stock to be issued pursuant to this Agreement has not been registered under the Securities Act or the securities laws of any state of the U.S. or any foreign jurisdiction and that the issuance of Elecsys Common Stock is being effected in reliance upon an exemption from registration afforded under Regulation D of the Securities Act for transactions by an issuer not involving a public offering.
In the event that all outstanding shares of Elecsys Common Stock are the subject of a stock split, reorganization, or recapitalization, the number of shares set forth in the preceding sentence shall be adjusted so that the number of shares received by Seller is equal to the same percentage of total outstanding shares of Elecsys that 275,000 shares constitutes on the effective date of this Agreement.
Seller understands that the shares of Elecsys Common Stock are being offered and sold in reliance upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Seller set forth in this Agreement, in order that Buyer and Elecsys may determine the applicability and availability of the exemptions from registration of Elecsys Common Stock on which Elecsys is relying.
Upon issuance and delivery of the Elecsys Common Stock to Seller as contemplated by this Agreement, Elecsys represents that such stock: (i) shall be fully paid and non-assessable; and (ii) shall be subject to no outstanding or authorized options, subscriptions, agreements, warrants, contracts, calls, commitments, demands or rights of any character.