USR Shares definition
Examples of USR Shares in a sentence
USR will have issued and outstanding no more than 11,020,017 pre consolidated shares of USR Common Stock (5,510,009 post-consolidated shares of USR Common Stock) immediately prior to the issuance of the USR Shares as contemplated by this Agreement.
The USR Shares to be issued to the Shareholders shall be, as of the Effective Time, fully paid and non-assessable and shall be issued by USR upon USR’s receipt of the respective Shareholder’s duly executed Transmittal Documents pursuant to a safe harbor from the prospectus and registration requirements of the 1933 Act.
The USR Shares to be issued to the Shareholders upon consummation of the Transaction in accordance with this Agreement will, upon issuance, have been duly and validly authorized and, when so issued in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and non-assessable.
USR acknowledges that the Shareholders may require legal opinions on the removal of the restrictive legends on the share certificates pursuant to Rule 144 of the 1933 Act in order to sell their USR Shares in the future.
At and as of the Effective Time, the ECO Shares shall be converted into the right to receive USR Shares (for each Shareholder a fractional share resulting from conversion of its aggregate holdings will be rounded up to the nearest whole share) which USR Shares will be issued to the Shareholders on a basis of one (1) USR Share for each ECO Share held (the “Merger Consideration”).
USR will have issued and outstanding no more than 11,020,017 pre consolidated shares of USR Common Stock (5,510,009 post-consolidated shares of USR Common Stock) immediately prior to the issuance of the USR Shares as contemplated by this Agreement and USR warrants to purchase 180,500 pre- consolidated shares of USR common stock at an exercise price of $1.25 per share.