Issuance of Acquiror Shares. The Acquiror Shares to be issued as part of the Consideration will, when issued pursuant to the Arrangement or upon the due exercise after the Effective Date of the Acquiror Options or Target Warrants, be duly and validly issued as fully paid and non-assessable common shares in the capital of Acquiror.
Issuance of Acquiror Shares. The Acquiror Shares comprising the Per Common Share Merger Consideration will be, when issued and delivered in accordance with this Agreement, duly authorized, validly issued, fully paid and nonassessable, and will not be subject to any preemptive rights.
Issuance of Acquiror Shares. The Acquiror Shares included in the Merger Consideration, when issued in accordance with this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and will not be subject to any preemptive rights. The issuance of the Acquiror Shares included in the Merger Consideration does not require the vote or approval of the stockholders of Acquiror under the rules of the Exchange.
Issuance of Acquiror Shares. 2.1 Issuance of Common Shares at the Closing. In pursuance of this Plan of Reorganization, Acquiror shall at the "Closing Date" (as hereinafter defined) issue 600,000 shares of its common stock which shall constitute "restricted securities" within the meaning of Rule 144 of the Securities Act of 1933, as amended (the "1933 Act") (collectively, the "Acquiror Shares") to the Shareholders, and 320,000 shares of its restricted common stock to the Shareholders pursuant to Section 2.2 (the Earn-Out Shares, as defined below) and the Shareholders agree to accept the Acquiror Shares and the Earn-Out Shares in full, complete and final exchange for the Acquiree Shares.
Issuance of Acquiror Shares. In exchange for transfer by Target of all of the Transfer Assets to Sub tendered pursuant to Section 3.1 and Additional Cash Consideration as referenced and provided in Section 3.3 and fulfillment by Target of its other covenants and reliant upon the truthfulness of Target representations made in this Agreement, Acquiror shall issue to Target and/or as Target shall direct, with no contractual restriction on further distribution by and/or on behalf of Target, a total of Acquiror common shares (the "Acquiror Common Shares") to be equal to ninety nine and one half (99.5%) percent of the fully diluted shares of Acquiror after such issuance to be outstanding, (all outstanding options, warrants, and convertible debt, if any, of Acquiror shall to the extent not exercised prior to Closing be canceled), and preferred stock ("Acquiror Preferred Shares") including terms as further set forth in this Agreement which preferred stock shall be established prior to Closing (although not to be issued until Closing) (Acquiror Common Shares and Acquiror Preferred Shares together referred to as "Acquiror Shares"). Part of the Acquiror Common Shares to be issued as provided herein shall be directly issued to Finders as entitlement under present Finders' agreements as referenced and defined hereinafter. Acquiror shall also agree to convert any Target debt instruments presently convertible into stock of Target into stock of Acquiror of similar class as that of the Acquiror Shares to the extent and otherwise as requested by Target, which conversion if and when such shall occur may increase the amount of the Acquiror Shares and further dilute holdings to remain in the hands of current Acquiror shareholders. This asset transfer transaction shall be conditioned upon waiver and/or other cancellation of all outstanding Acquiror options, warrants and conversion rights of all outstanding debts and other instruments under which Acquiror stock of all classes and series may be issued, except as may specifically be authorized by Target in writing prior to Closing on the asset transfer Transaction. Such Acquiror Shares are and will be recognized as restricted in accordance with Rule 144 of the Securities Act of 1933.
