Issuance of Company Shares. The Director shall exercise the Options by giving written notice thereof to the Company and paying the applicable option exercise price to the Company by certified check or electronic wire transfer of immediately available funds. Upon receipt of such payment, the Company shall issue to the Director certificates evidencing the Company Shares purchased therewith.
Issuance of Company Shares. The Executive shall exercise the Options by giving written notice thereof to the Company and paying the applicable option exercise price to the Company by certified check or electronic wire transfer of immediately available funds. Upon receipt of such payment, the Company shall issue to the Executive certificates evidencing the Company Shares purchased therewith.
Issuance of Company Shares. As full consideration for the contribution of the Assets, the Company shall issue the Company GMAR Shares to GMAR at the Closing. As full consideration for the contribution of the EXPL Shares, the Company will issue the Company EXPL Shares to EXPL at the Closing.
Issuance of Company Shares. The Company Shares are duly authorized and, when issued and paid for in accordance with the provisions hereof, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens imposed by the Company.
Issuance of Company Shares. Upon (i) obtaining the approvals of the transfer of the equity interest in Beijing Vizeum to the Company issued by the State Administration for Industry and Commerce and the Beijing Municipal Commission of Commerce and (ii) completing the registration of such transfer with the Beijing Administration for Industry and Commerce, the Company shall, within five (5) Business Days thereof, issue the Subscribed Shares to Media Port in consideration of the full and complete discharge and release of the obligations of the Company under Clause 2 hereof to effect the Transfer of Title whereupon the Closing – Title shall be completed and the interests of Media Port in the beneficial interest in and to the Company shall be deemed to have merged with its ownership of the legal title in the Company through the Subscribed Shares.
Issuance of Company Shares. In full payment for the assignment by Biostem to the Company of the Proprietary Technology, the Company shall issue and deliver to Biostem (or, at the option of Biostem, to be exercised, if at all, prior to the Closing, the members of Biostem, ratably) Twenty Million, Four Hundred Thousand (20,400,000) unregistered common shares of the Company (the "Company Shares"). The Company Shares, will, when issued, be validly issued, fully paid, and non assessable; and the sale, issuance and delivery of the Company Shares on the terms herein contemplated will be authorized by all requisite corporate action of the Company; and the Company Shares will not be subject to any preemptive rights, options or similar rights on the part of any shareholder or creditor of the Company or any other person. The Company Shares will be issued at Closing (as defined below) pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act") pursuant to Section 4(2) of the Securities Act. Upon issuance, the Company Shares will be considered "restricted" shares and may not be transferred or re-sold unless an exemption for such transfer is available or the resale is covered by a registration statement filed under the Securities Act. The sale, transfer and assignment of the Proprietary Technology by Biostem in consideration for the issuance of the Company Shares are referred to herein as the "Technology Purchase."
Issuance of Company Shares the Company shall issue or deliver certificates representing 40,000,000 shares of the Company’s Common Stock to Sxxxxxx (as the sole shareholder and member of MM) or any designee of Sxxxxxx pursuant to separate instructions to be delivered prior to issuance, and
Issuance of Company Shares. The Company Shares are duly authorized, validly issued, fully paid and non-assessable, and free from all Liens and are not subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.
Issuance of Company Shares. In consideration for each Purchaser transferring to the Company the number of Series A shares of Streamware Solutions AB ("Streamware") set forth opposite such Purchaser's name on Schedule A attached hereto and as more fully described in Section 3 below (the "Streamware Shares"), the Company hereby issues to such Purchaser the number of shares of the Company's Common Stock, par value $0.05 per share set forth opposite such Purchaser's name on Schedule A attached hereto (the "Company Shares"). The Company shall deliver a stock certificate representing such Company Shares to such Purchaser on or prior to the later of (a) the day that is five (5) business days from the Effective Date, (b) the day the purchasers of shares of the Company's Common Stock, pursuant to the Stock Purchase and Option Grant Agreement between the Company and such purchasers dated February 6, 2004 (the "Stock Purchase Agreement"), deliver to the Company at least three hundred seventy five thousand dollars ($375,000.00) as the purchase price for such shares or (c) the day the Company receives the stock certificate representing the Streamware Shares from such Purchaser. The Company will authorize and reserve, free of preemptive rights and other similar contractual rights of shareholders, a sufficient number of its authorized but unissued shares of its Common Stock for the issuance of the Company Shares to the Purchasers.
Issuance of Company Shares. The authorized capital stock of the Company consists of 30,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock, par value $.01 per share (the "Preferred Stock"). As of the date hereof, no shares of Common Stock or of Preferred Stock are outstanding. Upon the issuance of the Company Shares as provided herein, the Company Shares will be duly and validly issued, fully paid and non-assessable. Except as contemplated by the Underwriting Agreement by and among the Company and Prudential Securities Incorporated, Xxxxxxxxxxx & Co., Inc. and Xxxxxx Xxxx, as representatives of the several Underwriters listed on Schedule [I] thereto, to be entered into on the Effective Date (the "Underwriting Agreement"), and the 1997 Stock Incentive Plan proposed to be adopted by the Company, there are no outstanding options, warrants, rights, calls, commitments, conversion rights, rights of exchange, plans or other agreements of any character providing for the purchase, issuance or sale of any shares of the capital stock of the Company.
