TOC Shares definition

TOC Shares means the Common Shares to be issued to the Web Shareholder.
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Examples of TOC Shares in a sentence

  • The TOC Shares to be issued pursuant to this Agreement will be issued from the authorized and previously unissued Common Shares of TOC and, upon issuance and delivery to the Web Shareholder, will be duly authorized and validly issued, fully paid and nonassessable.

  • On the Closing Date, the Web Shareholder shall deliver to TOC certificates aggregating 100,000 Web Shares, or 100% of the issued and outstanding Web Shares, duly endorsed in favor of TOC; the Web Shareholder shall be issued, in exchange for the Web Shares held of record on the Closing Date, 8,620,000 TOC Shares.

  • It agrees on behalf of itself, its successors and assigns, that it will only sell, transfer, pledge or hypothecate any of the TOC Shares to be acquired by it pursuant to the provisions of this Agreement pursuant to an effective Registration Statement under the 1933 Act or in a transaction wherein registration of the securities is not required.

  • It understands and acknowledges that the TOC Shares to be delivered pursuant to the provisions of this Agreement will not be registered under the 1933 Act and, accordingly, it recognizes that it will be required to bear the economic risk of its investment until such securities are registered, if at all.

  • Subject to the terms and conditions hereinafter set forth, on the Closing Date, and in the manner hereinafter proved, (i) the Web Shareholder shall exchange the Web Shares for the TOC Shares in the amounts set forth herein; Web shall cease to exist and TOC shall be the surviving corporation.

  • It (i) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its proposed investment in the TOC Shares, or (ii) it has been advised by attorneys, accountants or other representatives having such knowledge and experience.

  • The Web Shareholder understands that TOC has no obligation to register the TOC Shares under the 1933 Act.

  • It is acquiring the TOC Shares hereunder for its own account and for the purposes of investment, and not with a view to, or for sale in connection with, any distribution thereof.

  • The TOC Shares will be, when issued in accordance with this Agreement, duly authorized, validly issued, fully paid, nonassessable and free of pre-emptive rights.

  • Except for the listing of the TOC Shares for trading on the AMEX, no consent or approval by, or notification to or filing with, any court, governmental authority or third party is required in connection with the execution, delivery and performance of this Agreement by TOC or the consummation of the transactions contemplated hereby.