Issuance of Conversion Shares. (a) The issuance, sale, and delivery of the Conversion Shares to the Investor upon conversion of the Notes have been duly authorized by all necessary corporate action on the part of the Company, and the Conversion Shares, when issued, sold, and delivered in compliance with the provisions of the Loan Documents, will be duly and validly issued, fully paid, and nonassessable, and shall be free and clear of any Liens, or preemptive or other similar rights and will be issued in compliance with all applicable federal and securities laws. (b) Assuming the accuracy of the representations and warranties of the Investor contained in Section 3 hereof, the offer, issue, and sale of the Notes and the Conversion Shares (collectively, the “Securities”) are and will be exempt from the registration under the Securities Act of 1933, as amended (the “Securities Act”), and are exempt from registration and qualification the securities laws of all other applicable jurisdictions.
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Samples: Convertible Promissory Note Purchase Agreement (Kesselring Holding Corporation.), Convertible Promissory Note Purchase Agreement (Kesselring Holding Corporation.)
Issuance of Conversion Shares. (a) The issuance, sale, and delivery of the Conversion Shares to the Investor upon conversion of the Notes have May 2016 Convertible Note has been duly authorized by all necessary corporate action on the part of the Company, Company and the Conversion Shares, when issued, sold, and delivered in compliance with the provisions of the Loan Documents, will be duly and validly issued, fully paid, and nonassessable, and shall be free and clear of any Liens, or preemptive or other similar rights and will be issued in compliance with all applicable federal and securities laws.
(b) Assuming the accuracy of the representations and warranties of the Investor contained in Section 3 hereof, the offer, issue, and sale of the Notes May 2016 Convertible Note and the Conversion Shares (collectively, the “"Securities”") are and will be exempt from the registration under the Securities Act of 1933, as amended (the “"Securities Act”"), and are exempt from registration and qualification under the securities laws of all other applicable jurisdictions.
Appears in 1 contract
Samples: Convertible Promissory Note Purchase Agreement (Kingfish Holding Corp)
Issuance of Conversion Shares. (a) The issuance, sale, and delivery of the Conversion Shares to the Investor upon conversion of the Notes have August 2016 Convertible Note has been duly authorized by all necessary corporate action on the part of the Company, Company and the Conversion Shares, when issued, sold, and delivered in compliance with the provisions of the Loan Documents, will be duly and validly issued, fully paid, and nonassessable, and shall be free and clear of any Liens, or preemptive or other similar rights and will be issued in compliance with all applicable federal and securities laws.
(b) Assuming the accuracy of the representations and warranties of the Investor contained in Section 3 hereof, the offer, issue, and sale of the Notes August 2016 Convertible Note and the Conversion Shares (collectively, the “"Securities”") are and will be exempt from the registration under the Securities Act of 1933, as amended (the “"Securities Act”"), and are exempt from registration and qualification under the securities laws of all other applicable jurisdictions.
Appears in 1 contract
Samples: Convertible Promissory Note Purchase Agreement (Kingfish Holding Corp)
Issuance of Conversion Shares. (a) The issuance, sale, and delivery of the Conversion Shares to the Investor upon conversion of the Notes have September 2016 Convertible Note has been duly authorized by all necessary corporate action on the part of the Company, Company and the Conversion Shares, when issued, sold, and delivered in compliance with the provisions of the Loan Documents, will be duly and validly issued, fully paid, and nonassessable, and shall be free and clear of any Liens, or preemptive or other similar rights and will be issued in compliance with all applicable federal and securities laws.
(b) Assuming the accuracy of the representations and warranties of the Investor contained in Section 3 hereof, the offer, issue, and sale of the Notes September 2016 Convertible Note and the Conversion Shares (collectively, the “Securities”) are and will be exempt from the registration under the Securities Act of 1933, as amended (the “Securities Act”), and are exempt from registration and qualification under the securities laws of all other applicable jurisdictions.
Appears in 1 contract
Samples: Convertible Promissory Note Purchase Agreement (Kingfish Holding Corp)
Issuance of Conversion Shares. (a) The issuance, sale, and delivery of the Conversion Shares to the Investor upon conversion of the Convertible Notes have has been duly authorized by all necessary corporate action on the part of the Company, Company and the Conversion Shares, when issued, sold, and delivered in compliance with the provisions of the Loan Documents, will be duly and validly issued, fully paid, and nonassessable, and shall be free and clear of any Liens, or preemptive or other similar rights and will be issued in compliance with all applicable federal and securities laws.
(b) Assuming the accuracy of the representations and warranties of the Investor contained in Section 3 hereof, the offer, issue, and sale of the Convertible Notes and the Conversion Shares (collectively, the “Securities”) are and will be exempt from the registration under the Securities Act of 1933, as amended (the “Securities Act”), and are exempt from registration and qualification the securities laws of all other applicable jurisdictions.
Appears in 1 contract
Samples: Convertible Promissory Note Purchase Agreement (Kingfish Holding Corp)
