CERTIFICATE OF PATEL Sample Clauses

CERTIFICATE OF PATEL. It shall be a condition prxxxxxnt to Yong Heng's obligation to consummxxx xxx xxxsing that a certificate of Patel in substantially the followxxx xorm be delivered to it at or prior to closing: (I) HTAG is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate power to own, operate and lease its properties and assets and to carry on its business. (II) The authorized capitalization and the number of issued and outstanding capital shares of HTAG are accurately and completely set forth in the Plan of Exchange. (III) The issued and outstanding shares of HTAG (including the 67,000,000 new shares of HTAG common stock to be issued at closing) have been duly authorized and validly issued and are fully paid and non-assessable. (IV) HTAG has the full right, power and authority to sell, transfer and deliver 67,000,000 new shares of its common stock to the Yong Heng Shareholders, anx, xxxx xelivery of the certificates representing such shares as contemplated in the Plan of Exchange, will transfer to the Yong Heng Shareholders good, valix xxx xxxketable title thereto, free and clear of all liens. (V) To the best of his knowledge, there is no litigation, proceeding or governmental investigation pending or threatened against or relating to HTAG (VI) HTAG has taken all steps in connection with the Plan of Exchange and the issuance of shares thereunder which are necessary to comply in all material respects with the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as well as the rules and regulations promulgated pursuant thereto.