Buyer's Shares. To the knowledge of Buyer there are no current circumstances which will directly lead to the suspension of trading of Buyer's Shares issued to Sellers on the public stock exchange or cause Sellers to be unable to register or trade in such Buyer's Shares as are issued to them at the time that they are issued.
Buyer's Shares. The Buyer’s Shares distributed to Seller will be duly authorized, validly issued, fully paid and non-assessable, will not have been issued in violation of the preemptive rights of any shareholder, will be identical to all other shares of Buyer’s common stock, and, in the hands of Seller, will have all the rights, privileges and preferences accorded to all other holders of shares of common stock.
Buyer's Shares. At the Closing, the Buyer will deliver to Seller certificate(s) representing 3,000,000 shares of Buyer's common stock ($.0001 par value per share), duly executed by its authorized officers and in proper form for transfer to Seller (the "Buyer's Shares").
Buyer's Shares. The Buyer’s Shares, when issued, will be validly issued, fully paid and non-assessable.
Buyer's Shares. Upon issuance in accordance with this Agreement, the Aggregate Share Consideration consisting of Buyer Shares will be duly authorized, validly issued, fully paid, free and clear of all Liens imposed or created by or otherwise resulting from the acts or omissions of Buyer and freely transferable and non-assessable, other than restrictions on transfer under this Agreement, the Buyer’s constituent documents and applicable state and federal securities laws.
Buyer's Shares. The Buyer's Shares to be delivered at Closing shall be delivered free and clear of all liens, claims, charges or other encumbrances of any nature whatsoever.
Buyer's Shares. 3.11.1 Seller acknowledge that they have conducted whatever investigations they deem necessary or desirable and have had a full opportunity to ask questions of and has received satisfactory answers from Buyer or its representatives concerning the terms and conditions of this investment. Xxxxxxx Xxxxxx, President of the Company, has made himself available to answer any and all questions Seller may have regarding Buyer. In agreeing to receive the Shares, the undersigned is not relying upon any representations or information made or presented by Buyer, or by Xx. Xxxxxx, which they have not independently verified to their satisfaction, other than those representations and warranties in Section 4.3 below.
Buyer's Shares. The Buyer Shares to be delivered at Closing pursuant to Section 2 have been duly authorized and are validly issued, fully paid, and non-assessable, Buyer only has one class of stock which is not divided into series, and Buyer Shares represent not less than seventy-five percent (75%) of Buyer's common stock and not less than seventy percent (70%) of Buyer's total outstanding securities, whether voting or non-voting. Except as may be disclosed in Schedule 4.8, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or contracts or commitments that could require Buyer to issue, sell, or otherwise cause to become outstanding any of its capital stock, and there are no outstanding authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Buyer (collectively, "Buyer Derivative Securities"). As of the Closing, there shall not be any Buyer Derivative Securities and any Buyer Derivative Securities not exercised prior to the Closing shall be cancelled and rendered null and void.
Buyer's Shares. Buyer has available out of its authorized but unissued shares of common stock sufficient shares to effect the issuance to Seller of the Buyer's Shares. Upon issuance, the Buyer's Shares will be duly and validly issued, fully paid and non-assessable and free from all taxes, liens and charges other than restrictions upon transfer thereof imposed by the Securities Act.
Buyer's Shares. The Buyers Shares to be issued to Sellers pursuant to this Agreement have been duly authorized and, when issued in accordance with the terms and conditions of this Agreement and the Equity Subscription Agreement, will be validly issued, fully paid, and nonassessable and will not have been issued in violation of any preemptive, first refusal or other subscription rights of any stockholder of the Buyer or any other person. The Buyers Shares to be issued to Sellers pursuant to this Agreement will not be subject to any restrictions imposed by or through the Buyer, other than restrictions imposed by the Securities Act and any applicable state securities laws or pursuant to the Stockholders Agreement or the Registration Agreement.
