Closing Shares. The Closing Shares, upon issuance thereof, will be duly authorized, validly issued, fully paid, nonassessable, and not subject to any Encumbrance. The Closing Shares shall be issued in compliance with all applicable securities laws.
Closing Shares. The Closing Shares issuable pursuant to this Agreement have been duly authorized, and when issued in accordance with the terms hereof, will be validly issued, fully paid and non-assessable and free of pre-emptive rights.
Closing Shares. Upon consummation of the merger and delivery of the Closing Shares (including additional shares delivered as a result of adjustments called for in this Agreement), each of the Closing Shares will be (a) duly authorized, validly issued, fully paid, and non-assessable, with no personal liability attached thereto, and free and clear of any liens or preemptive rights (unless imposed at the direction of a Shareholder); (b) issued pursuant to a valid exemption from registration under the Securities Act of 1933 and the Texas Securities Act; (c) covered by a valid resale statement filed with the Securities and Exchange Commission; and (d) freely tradable in resale transactions by the Shareholders as of the Closing Date.
Closing Shares. Upon the terms and subject to the conditions set forth herein and in the Plan, at the Closing, in consideration for the Acquisition, the Plan Investor shall issue the Closing Shares to the Company free and clear of all Encumbrances and deemed fully paid. Notwithstanding the foregoing, the Plan Investor shall issue New Warrants (as defined in the Plan) in lieu of the Closing Shares as and to the extent contemplated by the Plan.
Closing Shares. (a) The Happy Genius Shares will be owned at all times prior to the Closing by Happy Genius, and such shares represent valid and binding obligations of Sun Wave and Greatest Joy, enforceable against them in accordance with their terms.
Closing Shares. At Closing (as defined below), each Member shall receive (i) the number of shares of Company Common Stock equal to the product of (A) multiplied by (B), where (A) equals the percentage of such Member's current respective ownership interests of Sovereign as set forth on Schedule 4.2 (such ownership interest for each Member, the "Percentage Interest") and (B) equals 35,000,000 shares of Company Common Stock, and (ii) the number of shares of Company Convertible Preferred Stock equal to the product of (C) multiplied by (D) where (C) equals such Member's Percentage Interest and (D) equals 100,000 shares of Company Convertible Preferred Stock. The Company Common Stock and Company Convertible Preferred Stock to be issued at Closing pursuant to this Section 1.1(a) shall be referred to as the "Closing Shares."
Closing Shares. 19 SECTION 5.02 Notice of Option Exercise; Delivery of Option Exercise Price....................................................21 SECTION 5.03 Company Options, Etc..............................................23 ARTICLE VI - FORM OF DEPOSITARY RECEIPTS, DEPOSIT OF STOCK, EXECUTION AND DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF DEPOSITARY RECEIPTS...................................................24
Closing Shares. (a) On or before the date three Business Days prior to the Option Closing Date, (i) the Depositary shall provide the Company and, following a Call Option Transfer, Alpharma with a written notice (the "Initial Depositary Notice") specifying the total number of shares of New Common Stock deposited hereunder as of the date five Business Days prior to the Option Closing Date (the "Preliminary Closing Shares"), and (ii) the Company shall deliver to the Depositary and, following a Call
Closing Shares. 21 4.14 Material Misstatements and Omissions............................21
Closing Shares. Subject to the terms and conditions set forth herein, on the Closing Date, Company agrees to sell to Laurus, and Laurus hereby agrees to purchase from Company, the Closing Shares. The purchase price for the Closing Shares shall be $19,800. On the Closing Date, Company will deliver to Laurus the stock certificates evidencing the Closing Shares registered in Laurus’ name and Laurus will deliver to Company the purchase price for the Closing Shares.
