Concerning the Vendors. In order to induce the Purchaser to enter into this Agreement and complete its obligations hereunder including the issuance of the Purchaser Shares, each Vendor represents and warrants to the Purchaser that: (a) the Company Shares registered in the name of the Vendor are beneficially owned by the Vendor as set forth in this Agreement, free and clear of all voting restrictions, trade restrictions, liens, charges or encumbrances of any kind whatsoever; (b) except as is provided for by operation of this Agreement, there are no options, agreements, rights of first refusal or other rights of any kind whatsoever to acquire all or any part of the Vendor’s Company Shares or any interest in them; (c) the Vendor has good and sufficient right and authority to enter into this Agreement and to carry out the Vendor’s obligations under this Agreement on the terms and conditions set forth herein, and this Agreement is a binding agreement on the Vendor, enforceable against the Vendor in accordance with its terms and conditions; (d) to the extent that they might prevent him, her or it from meeting the Vendor’s obligations under this Agreement, there are no outstanding actions, suits, judgments, investigations or proceedings of any kind whatsoever against or affecting the Vendor at law or in equity or before or by any federal, provincial, state, municipal or other government department, commission, board, bureau or agency of any kind whatsoever nor are there, to the best of the Vendor’s knowledge, any pending or threatened; (e) the execution and delivery of this Agreement and the performance of the Vendor’s obligations under this Agreement will not: (i) conflict with, or result in the breach of or the acceleration of any indebtedness under, or constitute default, under any indenture, mortgage, agreement, lease, licence or other instrument of any kind whatsoever to which the Vendor is a party or by which the Vendor is bound, or any judgment or order of any kind whatsoever of any court or administrative body of any kind whatsoever by which the Vendor is bound; or (ii) to the best of the Vendor’s knowledge, result in the violation of any law ordinance, statute, regulation, by-law, order or decree of any kind whatsoever by the Vendor. (f) the Vendor is not a “U.S. Person” as defined by Regulation S of the U.S. Securities Act and is not acquiring the Purchaser Shares for the account or benefit of a U.S. Person.
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Samples: Share Exchange Agreement (Mobilemail (Us) Inc.), Share Exchange Agreement (Coloured (Us) Inc.), Share Exchange Agreement (Magenta Media (Us) Inc)
Concerning the Vendors. In order to induce the Purchaser to enter into this Agreement and complete its obligations hereunder including the issuance of the Purchaser Shares, each Vendor represents and warrants to the Purchaser that:
(a) the Company Shares registered in the name of the Vendor are beneficially owned by the Vendor as set forth in this Agreement, free and clear of all voting restrictions, trade restrictions, liens, charges or encumbrances of any kind whatsoever;
(b) except as is provided for by operation of this Agreement, there are no options, agreements, rights of first refusal or other rights of any kind whatsoever to acquire all or any part of the Vendor’s Company Shares or any interest in them;
(c) the Vendor has good and sufficient right and authority to enter into this Agreement and to carry out the Vendor’s obligations under this Agreement on the terms and conditions set forth herein, and this Agreement is a binding agreement on the Vendor, enforceable against the Vendor in accordance with its terms and conditions;
(d) to the extent that they might prevent him, her or it from meeting the Vendor’s obligations under this Agreement, there are no outstanding actions, suits, judgments, investigations or proceedings of any kind whatsoever against or affecting the Vendor at law or in equity or before or by any federal, provincial, state, municipal or other government department, commission, board, bureau or agency of any kind whatsoever nor are there, to the best of the Vendor’s knowledge, any pending or threatened;
(e) the execution and delivery of this Agreement and the performance of the Vendor’s obligations under this Agreement will not:
(i) conflict with, or result in the breach of or the acceleration of any indebtedness under, or constitute default, under any indenture, mortgage, agreement, lease, licence or other instrument of any kind whatsoever to which the Vendor is a party or by which the Vendor is bound, or any judgment or order of any kind whatsoever of any court or administrative body of any kind whatsoever by which the Vendor is bound; or
(ii) to the best of the Vendor’s knowledge, result in the violation of any law ordinance, statute, regulation, by-law, order or decree of any kind whatsoever by the Vendor.
(f) the Vendor is not a “U.S. Person” as defined by Regulation S of the U.S. Securities Act and is not acquiring the Purchaser Shares for the account or benefit of a U.S. Person.. A “U.S. Person” is defined by Regulation S of the Act to be any person who is:
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Concerning the Vendors. In order to induce the Purchaser to enter into this Agreement and complete its obligations hereunder including the issuance of the Purchaser Shares, each Vendor represents and warrants to the The Purchaser that:
(a) the Company Shares registered in the name of the Vendor are beneficially owned by the Vendor as set forth in this Agreement, free and clear of all voting restrictions, trade restrictions, liens, charges or encumbrances of any kind whatsoever;
(b) except as is provided for by operation of this Agreement, there are no options, agreements, rights of first refusal or other rights of any kind whatsoever to acquire all or any part of the Vendor’s Company Shares or any interest in them;
(c) the Vendor has good and sufficient right and authority to enter into this Agreement and to carry out the Vendor’s obligations under this Agreement on the terms and conditions set forth herein, and this Agreement is a binding agreement on the Vendor, enforceable against the Vendor in accordance with its terms and conditions;
(d) to the extent that they might prevent him, her or it from meeting the Vendor’s obligations under this Agreement, there are no outstanding actions, suits, judgments, investigations or proceedings of any kind whatsoever against or affecting the Vendor at law or in equity or before or by any federal, provincial, state, municipal or other government department, commission, board, bureau or agency of any kind whatsoever nor are there, to the best of the Vendor’s knowledge, any pending or threatened;
(e) the execution and delivery of this Agreement and the performance of the Vendor’s obligations under this Agreement will not:
(i) conflict with, or result in the breach of or the acceleration of any indebtedness under, or constitute default, under any indenture, mortgage, agreement, lease, licence or other instrument of any kind whatsoever to which the Vendor is a party or by which the Vendor is bound, or any judgment or order of any kind whatsoever of any court or administrative body of any kind whatsoever by which the Vendor is bound; or
(ii) to the best of the Vendor’s knowledge, result in the violation of any law ordinance, statute, regulation, by-law, order or decree of any kind whatsoever by the Vendor.
(f) the Vendor is not a “U.S. Person” as defined by Regulation S of the U.S. Securities Act and is not acquiring the Purchaser Shares for the account or benefit of a U.S. Person.
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Concerning the Vendors. In order to induce the Purchaser to enter into this Agreement and complete its obligations hereunder including the issuance of the Purchaser Shares, each Vendor represents and warrants to the Purchaser that:
(a) the Company Shares registered in the name of the Vendor are beneficially owned by the Vendor as set forth in this Agreement, free and clear of all voting restrictions, trade restrictions, liens, charges or encumbrances of any kind whatsoever;
(b) except as is provided for by operation of this Agreement, there are no options, agreements, rights of first refusal or other rights of any kind whatsoever to acquire all or any part of the Vendor’s 's Company Shares or any interest in them;
(c) the Vendor has good and sufficient right and authority to enter into this Agreement and to carry out the Vendor’s 's obligations under this Agreement on the terms and conditions set forth herein, and this Agreement is a binding agreement on the Vendor, enforceable against the Vendor in accordance with its terms and conditions;
(d) to the extent that they might prevent him, her or it from meeting the Vendor’s 's obligations under this Agreement, there are no outstanding actions, suits, judgments, investigations or proceedings of any kind whatsoever against or affecting the Vendor at law or in equity or before or by any federal, provincial, state, municipal or other government department, commission, board, bureau or agency of any kind whatsoever nor are there, to the best of the Vendor’s 's knowledge, any pending or threatened;
(e) the execution and delivery of this Agreement and the performance of the Vendor’s 's obligations under this Agreement will not:
(i) conflict with, or result in the breach of or the acceleration of any indebtedness under, or constitute default, under any indenture, mortgage, agreement, lease, licence or other instrument of any kind whatsoever to which the Vendor is a party or by which the Vendor is bound, or any judgment or order of any kind whatsoever of any court or administrative body of any kind whatsoever by which the Vendor is bound; or
(ii) to the best of the Vendor’s 's knowledge, result in the violation of any law ordinance, statute, regulation, by-law, order or decree of any kind whatsoever by the Vendor.
(f) the Vendor is not a “"U.S. Person” " as defined by Regulation S of the U.S. Securities Act and is not acquiring the Purchaser Shares for the account or benefit of a U.S. Person.
(i) any natural person resident in the United States;
(ii) any partnership or corporation organized or incorporated under the laws of the United States
(iii) any estate of which any executor or administrator is a U.S. person;
(iv) any trust of which any trustee is a U.S. person;
(v) any agency or branch of a foreign entity located in the United States;
(vi) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporate, or (if an individual) resident in the United States; and
(vii) any partnership or corporation if:
(a) organized or incorporated under the laws of any foreign jurisdiction; and
(b) formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited Vendors [as defined in Section 230.501(a) of the Act] who are not natural persons, estates or trusts;
(g) the Vendor was not in the United States at the time the offer to purchase the Purchaser Shares was received or this Agreement was executed;
(h) the Vendor has such knowledge, sophistication and experience in business and financial matters such that it is capable of evaluating the merits and risks of the investment in the Purchaser Shares. The Vendor has evaluated the merits and risks of an investment in the Purchaser Shares. The Vendor can bear the economic risk of this investment, and is able to afford a complete loss of this investment;
(i) the Vendor acknowledges that the Purchaser is in the early stages of development of its business and the Purchaser's success is subject to a number of significant risks, including the risk that the Purchaser will not be able to finance its plan of operations. The Vendor further acknowledges that (i) the Purchaser has limited cash and working capital, (ii) the Purchaser will have to raise additional capital in order to finance its plan of operations which capital may be raised by the issue of additional shares of its common stock which will result in dilution to the Vendor, and (iii) the Purchaser has no arrangements for any financing in place and there is no assurance that any financing will be completed;
(j) the Purchaser Shares will be acquired by the Vendor for investment for the Vendor's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Vendor has no present intention of selling, granting any participation in, or otherwise distributing the same. The Vendor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Purchaser Shares;
(k) the Vendor has been afforded access to information about the Purchaser and the Purchaser's financial condition, results of operations, business, properties, management and prospects sufficient it to evaluate its investment in the Purchaser Shares. The Vendor further represents that it has had an opportunity to ask questions and receive answers from representatives of the Purchaser regarding the terms and conditions of the offerings completed by the Purchaser and the business, properties, prospects and financial condition of the Purchaser, each as is necessary to evaluate the merits and risks of investing in the Purchaser Shares. The Vendor believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Purchaser Shares. The Vendor has had full opportunity to discuss this information with the Vendor's legal and financial advisers prior to execution of this Agreement;
(l) the Vendor acknowledges that the Purchaser will rely on these representations in completing the issuance of the Purchaser Shares to the Vendor; (m) the Vendor acknowledges that the offering of the Purchaser Shares by the Purchaser has not been reviewed by the SEC or any state securities regulatory authority;
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