Wealing Shares definition
Examples of Wealing Shares in a sentence
Should Weststar's IPO not be offered at or prior to the IPO Date, Wealing Shareholders shall have the option for a period of thirty (30) days commencing on the IPO Date to rescind the sale and transfer of the Wealing Shares to Weststar.
The Wealing Shares are being acquired for the account of Weststar and not with a view to, nor for sale in connection with, any distribution thereof, and without any present intention of selling the same.
The Wealing Shares will not be sold or otherwise disposed of (except to an Affiliate of Weststar) in the absence of a registration statement under the Securities Act covering the Wealing Shares, or any exemption from the registration requirements of the Securities Act.
Wealing Shareholders desire to sell and Weststar desires to purchase the Wealing Shares, upon the terms and subject to the conditions hereinafter set forth.
Pursuant to the requirements of Section 368(a)(1)(B) of the Code and the regulations promulgated thereunder, On the Execution Date, Weststar will issue and deliver the Weststar Shares in exchange for the Wealing Shares (subject to the post-closing adjustment detailed in Section 2.5 hereinbelow).
The certificates representing the Wealing Shares do not bear a legend of any kind thereon.
All of the Wealing Shares have been duly authorized and validly issued and are fully paid and nonassessable.
The delivery to Weststar of the Wealing Shares pursuant to the provisions of this Agreement will transfer to Weststar full, valid title thereto, free and clear of all liens, encumbrances, restrictions and claims of every kind.
Wealing Shares" shall have the meaning assigned to it in the Preliminary Statement.
None of the Wealing Shares is subject to any federal or state restriction on resale or transfer.