Hightimes Common Stock Sample Clauses

Hightimes Common Stock. The Shareholders each represents and warrants with respect to Hightimes Common Stock issuable upon mandatory or optional conversion of the Purchase Notes that: (i) Hightimes Common Stock are or shall be restricted securities and have not been registered for resale under the Securities Act, and may not be sold, transferred, hypothecated or assigned by such Shareholders in the absence on a registration statement covering Hightimes Common Stock that has been declared effective by the SEC or the availability of an application exemption from the registration requirements of the Securities Act; (ii) such Hightimes Common Stock have been or shall be issued pursuant to Section 4(a)(2) of the Securities Act; (iii) the Shareholders and their Affiliates are acquiring Hightimes Common Stock for investment only and not with a view toward the immediate resale or distribution thereof; (iv) the Shareholders and their Affiliates or their legal and financial representatives have reviewed the SEC Reports filed by Hightimes with the SEC and understand the risks of his investment in and Hightimes Common Stock; (v) each of the Shareholders are each “accredited investors” (as that term is defined in Rule 501 under the Securities Act), have no immediate need for liquidity in their investment in Hightimes Common Stock, and can afford a loss of their investment; and (vi) All sales of Hightimes Common Stock to be made by the Shareholders or their Affiliates shall be in compliance with all federal and state securities laws.
Sample 1
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Hightimes Common Stock. Each Owner, by his or her execution of this Agreement, hereby expressly represents and warrants on his or her own behalf and not on behalf of the other Owner that: (a) the shares of Hightimes Common Stock are or shall be restricted securities and have not been registered for resale under the Securities Act, and may not be sold, transferred, hypothecated or assigned by such Owner in the absence on a registration statement covering Hightimes Common Stock that has been declared effective by the SEC or the availability of an application exemption from the registration requirements of the Securities Act;
Sample 1
Hightimes Common Stock. The Company Shareholders each represents and warrants with respect to the Hightimes Common Stock that:
Sample 1
Hightimes Common Stock. The Owner, by her execution of this Agreement, hereby expressly represents and warrants that: (a) the shares of Hightimes Common Stock are or shall be restricted securities and have not been registered for resale under the Securities Act, and may not be sold, transferred, hypothecated or assigned by such Owner in the absence on a registration statement covering Hightimes Common Stock that has been declared effective by the SEC or the availability of an application exemption from the registration requirements of the Securities Act; (b) the Owner is acquiring Hightimes Common Stock for investment only and not with a view toward the immediate resale or distribution thereof; (c) the Owner or her legal and financial representatives have reviewed the reports filed by Hightimes with the U.S. Securities and Exchange Commission (the “SEC Reports”) and understand the risks of her investment in Hightimes Common Stock; and (d) the Owner is an “accredited investor” (as that term is defined in Rule 501 under the Securities Act), has no immediate need for liquidity in her investment in Hightimes Common Stock, and can afford a loss of her investment.
Sample 1

Related to Hightimes Common Stock

  • Ordinary Shares The Ordinary Shares included in the Units have been duly authorized and, when issued and delivered against payment for the Offered Securities by the Underwriters pursuant to this Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

  • Purchaser Common Stock Each share of common stock, par value $0.001 per share, of the Purchaser (the “Purchaser Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Parent Common Stock At and after the Effective Time, each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock of the Surviving Corporation and shall not be affected by the Merger.

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Company Common Stock “Company Common Stock” shall mean the Common Stock, par value $0.001 per share, of the Company.

  • Common Stock 1 Company........................................................................1

  • Common Shares 4 Company...................................................................................... 4

  • Buyer Common Stock The shares of Buyer Common Stock issuable pursuant hereto, when issued by Buyer in accordance with this Agreement, will be duly issued, fully paid, and non-assessable.

  • Sale of Common Stock Subject to the terms and conditions of this Agreement, Company hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Company an aggregate of 250,000 shares of Company's Common Stock (the "Shares"), at the purchase price of $2.06 per share for an aggregate purchase price of $515,000.

  • Fractional Shares of Common Stock (a) The Company shall not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever any fractional Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding of such fraction to the nearest whole Warrant (rounded down). (b) The Company shall not issue fractions of shares of Common Stock upon exercise of Warrants or distribute stock certificates which evidence fractional shares of Common Stock. Whenever any fraction of a share of Common Stock would otherwise be required to be issued or distributed, the actual issuance or distribution in respect thereof shall be made in accordance with Section 2(d)(v) of the Warrant Certificate.

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