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 Sellers 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 Sellers, 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 Company acknowledges that (i) the Buyer is a publicly- traded company whose shares of common stock are quoted on the OTC Bulletin Board and are registered under Section 12g of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company further acknowledges that there is a limited public market for Buyer's common stock and that an active or liquid trading market for the Buyer's securities may never develop. The Company understands that it may be difficult for it to sell the Buyer's Shares in the future, and, as a result, an investment in the Buyer's Shares may be illiquid and the Company may not be able to liquidate the Buyer's Shares readily or at all when it desires to sell. The Buyer has made available to the Company the opportunity to examine such additional documents from the Buyer and to ask questions of, and receive full answers from, the Buyer concerning, among other things, the Buyer, its financial condition, its management, its prior activities and any other information which the Company considers relevant or appropriate in connection with entering into this Agreement. The Company acknowledges that the Buyer's Shares have not been registered under the 1933 Act and the Buyer has no obligation to so register such shares. The Company represents that it is familiar with the provisions of Rule 144 promulgated under the 1933 Act, and understands that in the event all of the applicable requirements of Rule 144 are not satisfied, registration under the 1933 Act or some other exemption from the registration requirements of the 1933 Act will be required in order to eventually dispose of the Buyer's Shares, and that the Company may be required to hold the Buyer's Shares received under this Agreement for a significant period of time prior to reselling them. The Company is capable of assessing the risks of an investment in the Buyer's Shares and is fully aware of the economic risks thereof. The Company is acquiring the Buyer's Shares for its own account and not with a view to distribution in violation of any securities laws. The Buyer acknowledges the Company's obligation to transfer 200,000 of the Buyer's Shares to Granite Financial Group, Inc. as described in this Agreement. The Company has no present intention to sell the Buyer's Shares in violation of federal or state securities laws and the Company has no present arrangement (whether or not legally binding) to sell the Buyer's Shares to or through any person or entity.
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.
3.11.2 Seller recognizes that an investment in Buyer involves substantial risk. Seller represent that except as agreed to in any previous agreements executed by the parties, there have been no representations, guarantees, or warranties made by Buyer with respect to:
3.11.2.1 the approximate length of time that the undersigned will be required to remain as owners of the Restricted Shares acquired in connection with the offering;
3.11.2.2 the percentage of profit and/or amount or type of consideration, profit or loss (including tax benefits) to be realized, if any, as a result of an investment; and
3.11.2.3 the possibility that the past performance or experience on the part of any affiliate of Buyer, their agents, or employees, or of any other person, might in any way indicate the predictable results of the ownership of the Restricted Shares or of the overall prospects of Buyer.
3.11.3 Seller is able to bear the substantial economic risks of an investment in Buyer, have no need for liquidity in such investment, could afford a complete loss of such investment and represent that the investment in Buyer is not unreasonably large when compared with Seller' total financial capability.
3.11.4 Seller is acquiring the Restricted Shares for investment and not with a view toward resale or redistribution, and Seller does not anticipate any change in circumstances that would cause Seller to desire to sell the Restricted Shares or any part thereof.
3.11.5 Seller understands that
3.11.5.1 The Restricted Shares have not been registered under the Securities Act of 1933 or state securities laws, in reliance on specific exemptions from registration thereunder;
3.11.5.2 Seller has no right to require such registration; and
3.11.5.3 State securities administrators and the Securitie...
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.
Buyer's Shares. Shares of Buyer's common stock in total value of no less than One Million Seven Hundred Thousand and No/100s Dollars ($1,700,000.00)("Buyer Stock"), based on the average closing price of the Buyer's common stock as reported on the OTC Bulletin Board for the 10 trading days immediately preceding the Closing; provided, however, those Sellers receiving Buyer Stock pursuant to Section 2.3 may elect on or before the Closing to increase the value of the Series I Notes by One Million Seven Hundred Thousand and No/100s Dollars ($1,700,000.00), or some lesser portion thereof, in lieu of receiving only such shares.
Buyer's Shares. The Buyer's Shares, when issued and delivered to Seller pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all encumbrances, and not subject to any preemptive rights.
Buyer's Shares. All of the Buyer’s Shares have been duly authorized and, when issued and paid for in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of all preemptive rights. Assuming the accuracy of the representations and warranties made by Semitool in Article 3, and compliance with the covenants of Semitool in Article 5, no registration of the Buyer’s Shares under the Securities Act is required in connection with the acquisition of the Buyer’s Shares by Semitool as contemplated by this Agreement.
