Stock of Buyer Sample Clauses

Stock of Buyer. The authorized capital stock of Purchasers consists of 10,000,000 shares of common stock having a par value of $.0001 each of which 3,180,000 shares are issued and outstanding. The Shares when issued will be, validly issued, fully paid, and nonassessable.
Sample 1
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Stock of Buyer. Buyer shall cause to be issued in the name of the Seller, Two hundred and fifty two million (252,000,000) restricted shares of its common stock on the Closing Date pursuant to the terms of the Subscription Agreement attached hereto as Exhibit 2.1 (the "Securities"). The Securities shall be issued pursuant to applicable state and federal securities laws exemptions and shall contain an appropriate legend restricting their transferability. c)
Sample 1
Stock of Buyer. 27 4.3. Due Execution and Authority ................................... 27 4.4. No Violation .................................................. 27 4.5. Financial Statements .......................................... 27 4.6. Absence of Undisclosed Liabilities ............................ 28 4.7.
Sample 1
Stock of Buyer. The balance of the closing price shall be paid through the issuance of shares of common stock of Buyer, which shall be priced at the average closing price for the shares (“XXXX”) for the previous 5 days immediately prior to closing, with a minimum price of 20 cents per share, and a maximum price 40 cents per share. If, however the average closing price of the stock, as defined herein, is less than 15 cents per share, the cash portion of the purchase price shall be changed to $2,215,000, and the stock portion reduced by $150,000.
Sample 1
Stock of Buyer. Robexx Xxxx Xxxlds, III agrees to acquire from Buyer and accept, in full payment of the Common Stock Consideration Amount a number of shares of common stock of the Buyer ("Common Stock") having an aggregate value equal to the Common Stock Consideration Amount, with each share of the Common Stock to be valued for this purpose at the price per share of the Common Stock to the public in the Buyer's contemplated initial public offering (the "IPO") or the fair market value per share as determined on the Closing Date in good faith by the Buyer's Board of Directors if the IPO has not occurred on or before the Closing Date (the "Common Stock Price"). The number of such shares to be delivered to Robexx Xxxx Xxxlds, III by Buyer and accepted by Robexx Xxxx Xxxlds, III above shall be the quotient (the "Common Stock Share Amount") determined by dividing the Common Stock Consideration Amount by the Common Stock Price. If the IPO occurs within one (1) year after the Closing, then the Common Stock Price will be recalculated using the IPO price per share of the Common Stock to the public, the Common Stock Share Amount will be recalculated and the Buyer will deliver any additional shares of Common Stock required by said recalculated Common Stock Share Amount to Robexx Xxxx Xxxlds, III or Robexx Xxxx Xxxlds, III will return to the Buyer any shares he has received which exceed the recalculated Common Stock Share Amount.
Sample 1
Stock of Buyer. The authorized capital stock of Buyer consists of 100,000,000 shares of $0.0001 par value common stock, 65,770,596 shares of which are currently issued and outstanding, and 20,000,000 shares of 0.0001 par value preferred stock, none of which issued. Buyer has outstanding 1,181,584 options pursuant to an Incentive Stock Option Plan and 3,480,000 options issued to the officers of the company to purchase Buyer's common stock. There are no other outstanding subscriptions, options, rights, warrants, convertible securities or other agreements or commitments obligating Buyer to issue or transfer from treasury shares of its capital stock.
Sample 1
Stock of Buyer. The shares of Buyer's common stock to be issued to Seller pursuant to this Agreement shall be fully paid and non-assessable.
Sample 1
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Related to Stock of Buyer

  • Capital Stock of the Company The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

  • Capital Stock of Sub Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • 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.

  • Capital Stock of Merger Sub At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

  • Purchase and Sale of Preferred Shares Upon the following terms and conditions, CDRD shall issue and sell to each Investor severally, and each Investor severally shall purchase from CDRD, the number of First Closing Shares and up to the number of Second Closing Shares indicated next to such Investor's name on Schedule I attached to this Agreement."

  • Preferred Shares Notwithstanding Section 11.4.1, for the purpose of any computation hereunder, the "current per share market price" of the Preferred Shares shall be determined in the same manner as set forth above in Section 11.4.1 (other than the last sentence thereof). If the current per share market price of the Preferred Shares cannot be determined in the manner described in Section 11.4.1, the "current per share market price" of the Preferred Shares shall be conclusively deemed to be an amount equal to 100 (as such number may be appropriately adjusted for such events as stock splits, stock dividends and recapitalizations with respect to the Common Shares occurring after the date of this Agreement) multiplied by the current per share market price of the Common Shares (as determined pursuant to Section 11.4.1). If neither the Common Shares nor the Preferred Shares are publicly held or so listed or traded, or if on any such date neither the Common Shares nor the Preferred Shares are so quoted and no such market maker is making a market in either the Common Shares or the Preferred Shares, "current per share market price" of the Preferred Shares shall mean the fair value per share as determined in good faith by the Board of Directors of the Company, or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm selected by the Board of Directors of the Company, which shall have the duty to make such determination in a reasonable and objective manner, which determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. For purposes of this Agreement, the "current per share market price" of one one-hundredth of a Preferred Share shall be equal to the "current per share market price" of one Preferred Share divided by 100.

  • Common Stock of Merger Sub Each share of common stock, without par value, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one newly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Merger Sub Capital Stock At and after the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • Availability of Shares of Preferred Stock (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or any shares of Preferred Stock held in its treasury, the number of shares of Preferred Stock that will be sufficient to permit the exercise in full of all outstanding Rights.

  • Purchase and Sale of Preferred Stock 1.1 Sale and Issuance of Series A Preferred Stock. ---------------------------------------------

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