Buyer Shares. Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.
Buyer Shares. (a) The Buyer Shares issued pursuant to the terms of this Agreement will be issued in a transaction exempt from registration under the Securities Act by reason of Section 4(a)(2) thereof and/or Regulation D promulgated under the Securities Act and may not be re-offered or resold other than in conformity with the registration requirements of the Securities Act and such other applicable rules and regulations or pursuant to an exemption therefrom. Unless otherwise transferable pursuant to an exemption from such registration otherwise required thereunder, the Buyer Shares issued to the Pre-Closing Holders shall be characterized as “restricted securities” under the Securities Act and, if certificated, shall bear the following legend (or if held in book entry form, will be noted with a similar restriction): “THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY, AND THE RESALE OF SUCH SHARES HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE RESOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION WITHOUT AN EXEMPTION UNDER THE SECURITIES ACT.” Buyer agrees to cooperate reasonably in a timely manner with any Pre-Closing Holder who requests the removal of any restrictive legends or similar transfer instructions from the Buyer Shares held by it to give effect to any such removal. Notwithstanding the foregoing sentence, in the event that Buyer requests a customary opinion of legal counsel to the applicable Pre-Closing Holder, in a form reasonably satisfactory to Buyer, to the effect that such Pre-Closing Holder’s Buyer Shares no longer constitute “restricted securities” under the Securities Act (a “Satisfactory Opinion”), Buyer shall not be required to pursue the removal of any such restrictive legends prior to its receipt of a Satisfactory Opinion.
(b) Buyer shall pay all fees and expenses in connection with compliance with its obligations under this Section 3.2 including all fees and expenses of compliance with securities or “blue sky” Laws, transfer agent fees, and the listing of the Buyer Shares on NASDAQ, including all registration, filing, qualification, printing, accounting and other fees and expenses, except that Buyer shall not be responsible for the fees of the representatives of and counsel to, the Pre-Closing Holders.
(c) Each Pre-Closing Holder and Warrantholder that will receive Buyer Shares in connection with the transactions contemplated hereby shall be required t...
Buyer Shares. Buyer holds, and will be transferring good, valid and full title to the Buyer Shares free and clear of any and all Encumbrances, but subject to the escrow contemplated in Section 2.
Buyer Shares. The Buyer Shares have been duly authorized, will be, when issued, validly issued, fully paid, nonassessable, and validly existing, free and clear of any Liabilities and other encumbrances and restrictions, except as set forth herein.
Buyer Shares. As a result of the Merger, the Stock Split shall be effected with respect to each Buyer Share issued and outstanding at and as of the Effective Time. Each Buyer Share will remain issued and outstanding. Xxxxxxx Xxxx shall contribute all of her shares to the Surviving Corporation upon effectiveness of the Merger and they shall be immediately cancelled. Any share certificates outstanding prior to the Merger that purport to give effect to the Stock Split shall be deemed to represent only that number of Buyer Shares prior to the Merger.
Buyer Shares. The Buyer Shares to be issued by Buyer at the Closing have been duly authorized for such issuance and, when issued and delivered by Buyer in accordance with the provisions of this Agreement, will be validly issued, fully paid, and nonassessable, and free and clear of all Encumbrances, except for Encumbrances expressly provided herein or arising by, though or under Seller. The issuance of the Buyer Shares under this Agreement is not subject to any preemptive or similar rights.
Buyer Shares. The Buyer Shares will be, when issued, duly issued and validly existing, free and clear of any Liabilities and other encumbrances and restrictions, except as set forth herein.
Buyer Shares. At the Closing, the Buyer shall have delivered to the Globisens Shareholders (or the Common Stock Trustee) good and exclusive title to, and all rights in connection with, the Buyer Shares, free and clear of any encumbrances or any restrictions on the right to vote. At the Closing, all Buyer Shares (a) have been duly authorized and validly issued, (b) are fully paid, and (c) have been issued in full compliance with (i) all applicable laws and the incorporation documents of the Buyer; and (ii) any pre-emptive rights or other rights to subscribe for or purchase securities of the Buyer. The Buyer Shares are not subject to any voting agreement, proxies, trusts or other agreement or understandings.
Buyer Shares. The Seller holds of record and owns beneficially the Buyer Shares, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), Taxes, Security Interests, options, warrants, purchase rights, or other contracts or commitments that could require the Seller to sell, transfer, or otherwise dispose of any capital stock of the Buyer. Except for other agreements to be executed in connection herewith, the Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the Buyer.
Buyer Shares. In connection with the issuance of the Buyer Shares contemplated by this Agreement, each Selling Party represents and warrants as follows:
(a) Each Selling Party is acquiring the Buyer Shares for investment for its own account only, not as a nominee or agent, and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended and in effect from time to time, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”). Neither Selling Party has a present intention of selling, granting any participation in, or otherwise distributing the Buyer Shares. Neither Selling Party has any contract, undertaking, agreement or arrangement with any person or entity to sell, transfer or grant participations to such person or entity or to any other person or entity, with respect to any of the Buyer Shares.
(b) At no time was either Selling Party presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television or other form of general advertising or solicitation in connection with the offer, sale and purchase of the Buyer Shares by the Buyer or its agents.
(c) Each Selling Party is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act and under applicable Canadian securities laws.
(d) Each Selling Party has been furnished with, and has had access to, such information as it considers necessary or appropriate in connection with the acquisition of the Buyer Shares, and each Selling Party has had an opportunity to ask questions and receive answers from the Buyer regarding the terms and conditions of the delivery of the Buyer Shares.
(e) Each Selling Party has knowledge and experience in financial and business matters and acknowledges it is capable of evaluating the merits and risks of this prospective investment, has the capacity to protect its own interests in connection with this transaction, and is financially capable of bearing a total loss of the Buyer Shares.
(f) Each Selling Party is fully aware of: (i) the highly speculative nature of the Buyer Shares, (ii) the financial hazards involved, (iii) the lack of liquidity of the Buyer Shares, and (iv) the tax consequences of acquiring the Buyer Shares.
(g) Each Selling Party understands that the Buyer Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisi...
