ECPT Shares and ECPT Warrants Sample Clauses

ECPT Shares and ECPT Warrants. As additional consideration for the transfer of the DS Labs Shares, ECPT will: (i) on the date of execution of this Agreement, issue and deliver to DS 3 (three) million shares representing its capital stock (“ECPT Shares”) and (ii) xxxxx XX an option to acquire (“Call Option”), on or before February 1st, 2018, up to 900,000 (nine hundred thousand) shares (“ECPT Warrants”) at 0.25 cents each share. The ECPT Warrants shall also be approved and issued by ECPT on the date of execution of this Agreement. At any time after the 2nd anniversary of the execution of this agreement and during the 5 (five) years following the execution of this Agreement, DS may notify to ECPT its intention to exchange its ECPT Shares for cash (“Exchange Notification”). Each exchange must be for at least 10% (ten per cent) of the ECPT Shares, unless otherwise agreed in writing by the Parties. Upon such notification, ECPT and DS shall jointly agree on the date of the exchange, which shall not occur later than 15 (fifteen) days as of the date of the Exchange Notification and the price of the exchange shall be determined by applying a 25% discount to the last price paid by an investor or a 25% discount to the market price should the shares be trading on any public market. (“Exchange Price”). On the day of the exchange, DS shall deliver the share certificates to ECPT and ECPT shall transfer the Exchange Price to DS Bank Account as described in the Exchange Notification. From the date of the execution of this Agreement and up to February 1, 2018, DS shall have the right, but not the obligation, to exercise its Call Option and acquire the totality or part of the ECPT Warrants at .25 (twenty-five cents) each ECPT share. If DS wishes to execute its Call Option it must deliver a notification to ECPT, stating the date of execution of the Call Option, the number of shares to be acquired and the purchase price to be paid. On the date of the execution, DS shall deliver the ECPT Warrants representing the shares acquired by DS and DS shall deliver the price to ECPT Bank Account. Any shares acquired pursuant to the exercise of the Call Option shall also be subject to the cash for shares exchange described in the immediate preceding paragraph. DS may not, within the term of this Agreement, transfer the ECPT Shares and the ECPT Warrants to any third party without the prior written consent of ECPT.
Sample 1
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Related to ECPT Shares and ECPT Warrants

  • Purchase and Sale of Preferred Shares and Warrants 1.1.1. On or prior to the Initial Closing, as hereinafter defined, the Company shall adopt and file the Certificate of Designation with the Secretary of State of the State of Delaware and authorize, execute and deliver the Warrant Agreement.

  • Exchange Shares There shall be allocated to the Distributor and each Other Distributor, as the case may be, all Commission Shares of such Portfolio which were issued during or after the period referred to in (a) as a consequence of one or more free exchanges of Commission Shares of the Portfolio or of another portfolio (other than Free Appreciation Shares) (the "Exchange Shares"), which in accordance with the transfer records maintained for such Portfolio can be traced to Commission Shares of the Portfolio or another portfolio initially issued by the Company or such other portfolio during the time the Distributor or such Other Distributor, as the case may be, was the exclusive distributor for the Shares of the Portfolio or such other portfolio.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Purchase and Sale of Common Shares and Warrants (a)Purchase of Common Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on the Closing Date (as defined below), the number of Common Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers, along with the Warrants to acquire up to that number of Warrant Shares as is set forth opposite such Buyer's name in column (5) on the Schedule of Buyers (the “Closing”).

  • The Shares The Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights.

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

  • Purchaser Shares The issuance, transfer, and delivery of the Purchaser Shares hereunder have been duly authorized by all required corporate action on the part of Purchaser, and when issued, transferred, and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, free and clear of all Encumbrances.

  • Register of Shares and Share Certificates A register shall be kept at the principal office of the Trust or an office of one or more transfer agents which shall contain the names and addresses of the Shareholders of each Series and Class, the number of Shares of that Series and Class thereof held by them respectively and a record of all transfers thereof. As to Shares for which no certificate has been issued, such register shall be conclusive as to who are the holders of the Shares and who shall be entitled to receive dividends or other distributions or otherwise to exercise or enjoy the rights of Shareholders. No Shareholder shall be entitled to receive payment of any dividend or other distribution, nor to have notice given to him as herein or in the By-laws provided, until he has given his address to the transfer agent or such other officer or agent of the Trust as shall keep the said register for entry thereon. The Trustees shall have no obligation to, but in their discretion may, authorize the issuance of share certificates and promulgate appropriate rules and regulations as to their use. If one or more share certificates are issued, whether in the name of a Shareholder or a nominee, such certificate or certificates shall constitute evidence of ownership of the Shares evidenced thereby for all purposes, including transfer, assignment or sale of such Shares, subject to such limitations as the Trustees may, in their discretion, prescribe.

  • Stock Warrants Subject to Board approval, Executive shall be granted stock warrants (the "Two Million Warrants") to purchase an aggregate of Two Million (2,000,000) shares of common stock of the Company. The Two Million Warrants are deemed to be of record as of January 1, 2007. The Two Million Warrants shall be granted in accordance with, and subject to the following:

  • Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.

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