Ownership of DIGITAL Shares. As of the date hereof, the Sellers are the sole owners of the DIGITAL Common Shares, free and clear of all liens, encumbrances, and restrictions whatsoever, except that the DIGITAL Common Shares have not been registered under the Securities Act of 1933, as amended (the "'33 Act"), or any applicable State Securities laws. By the transfer of the DIGITAL Common Shares to AVE pursuant to this Agreement, AVE will thereby acquire good and marketable title to 100% of the capital stock of DIGITAL, free and clear of all liens, encumbrances and restrictions of any nature whatsoever, except by reason of the fact that the DIGITAL Common Shares will not have been registered under the '33 Act, or any applicable State Securities laws.
Appears in 3 contracts
Samples: Agreement (Cyco Net Inc), Agreement (Cyco Net Inc), Agreement (Cyco Net Inc)
Ownership of DIGITAL Shares. As of the date hereof, the Sellers --------------------------- are the sole owners of the DIGITAL Common Shares, free and clear of all liens, encumbrances, and restrictions whatsoever, except that the DIGITAL Common Shares have not been registered under the Securities Act of 1933, as amended (the "'33 Act"), or any applicable State Securities laws. By the transfer of the DIGITAL Common Shares to AVE pursuant to this Agreement, AVE will thereby acquire good and marketable title to 100% of the capital stock of DIGITAL, free and clear of all liens, encumbrances and restrictions of any nature whatsoever, except by reason of the fact that the DIGITAL Common Shares shares will not have been registered under the '33 Act, or any applicable State Securities lawsLaws.
Appears in 1 contract
Samples: Certificate and Agreement (Ave Inc)