Prior Offerings. All offers and sales of capital stock of the Company before the date of this Agreement were at all relevant times duly registered or exempt from the registration requirements of the Securities Act and were duly registered or subject to an available exemption from the registration requirements of the applicable state securities or Blue Sky laws.
Prior Offerings. Except as described in the Time of Sale Prospectus, the Company has not sold, issued or distributed any Ordinary Shares during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulation D or S of, the Securities Act, other than shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans or pursuant to outstanding options, rights or warrants.
Prior Offerings. All issuances by the Company of shares of Common Stock in past transactions have been legally and validly effected, and all of such shares of Common Stock are fully paid and non-assessable. All of the offerings of the Company's Common Stock were conducted in strict accordance with the requirements of Regulation D, Rules 504 and 506, as applicable, in full compliance with the requirements of the Securities Act of 1933 and in full compliance with and according to the requirements of the NRS and the Company's articles of incorporation and bylaws.
Prior Offerings. Neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any securities which could be “integrated” for purposes of the Securities Act or the rules and regulations promulgated thereunder with the offer and sale of the Placement Shares pursuant to the Registration Statement. Except as disclosed in the Registration Statement and the Prospectus, neither the Company nor any of its affiliates have sold or issued any security during the six-month period preceding the date of the Prospectus, including but not limited to any sales pursuant to Rule 144A or Regulation D or S under the Securities Act, other than (i) shares of Common Stock issued pursuant to employee benefit plans, qualified stock option plans or employee compensation plans, or pursuant to outstanding options, rights or warrants or (ii) as otherwise described in the Registration Statement and the Prospectus.
Prior Offerings. All issuances by the Company of shares of common stock in past transactions have been legally and validly effected, and all of such shares of common stock are fully paid and non-assessable.
Prior Offerings. The issuances by MTN of shares of Common Stock in past transactions have been legally and validly effected, and all of such shares of Common Stock are fully paid and non-assessable. To the best knowledge of the officers and directors of MTN, all of the offerings of the MTN's Common Stock were conducted in strict accordance with the requirements of Regulation D, Rules 504 and 506, as applicable, in full compliance with the requirements of the Securities Act and in full compliance with and according to the requirements of the Nevada General Corporate Law and the Company's articles of incorporation and bylaws. Other than the three issuances of stock previously disclosed to AGIL in the amounts of 84,062; 1,500,000; and 7,800,000 shares (pre-split), no other shares have been issued by MTN during the last three years.
Prior Offerings. All issuances by the Company of shares of common stock in past transactions have been legally and validly effected, and all of such shares of common stock are fully paid and non-assessable. To the date of this Agreement, the Company has offered its shares for sale only as shown on Schedule 4.20 annexed hereto. All of the offerings listed on Schedule 4.20 were conducted in strict accordance with the requirements of Regulation D, Rules 504 and 506, as applicable, in full compliance with the requirements of the Securities Exchange Acts of 1933 and 1934, as applicable, and in full compliance with and according to the requirements of the FBCA and the Company's articles of incorporation and bylaws. The Company did not prepare or distribute any offering prospectus, solicitation, or other documents in connection with any prior offering and has provided to Purchaser copies of all documents prepared and filed in connection with any such offerings. All investors in all prior offerings were "accredited" investors as that term is defined in Rule 501 of Regulation D.
Prior Offerings. Except as described in the General Disclosure Package and the Prospectus, the Company has not sold, issued or distributed any shares of Common Stock during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulation D or S of, the Securities Act, other than shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans or pursuant to outstanding options, rights or warrants.
Prior Offerings. The Company has never undertaken or consummated any public offerings of its securities. Schedule 3x sets forth all sales by the Company of shares of its capital stock or Options made pursuant to exemption from registration under the 1933 Act, and contains copies of all subscription agreements, purchaser questionnaires, and offering memoranda related thereto (collectively, the "Prior Offerings"). The offering memoranda for each such Prior Offering has been accurately prepared by the Company in conformity with the requirements of Regulation D, the 1933 Act and the requirements of all other rules and regulations of the Securities Exchange Commission relating to the private offerings (as defined in Regulation D). Except as set forth in on Schedule 3x hereto, all Prior Offerings were made and sold in reliance upon the registration exemption provided by Regulation D in a transaction not involving any public offering. The offering memoranda used in the Prior Offerings (i) described the material aspects of an investment in the Company; and (ii) did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. No general solicitation was used by the Company in the Prior Offerings. To the Company's knowledge, after due inquiry, there are no events or circumstances related to the Prior Offerings which would give rise to any right of rescission of such sales, and no request or demand has been made by any purchaser in the Prior Offerings for a rescission of his or her purchase therein. Except as set forth on Schedule 3x, none of the Company's shareholders have been granted any registration rights, or have any understanding or agreement with the Company whereby the Company will file a registration statement with the Securities and Exchange Commission.
Prior Offerings. All issuances by the Company of Common Shares of common stock in past transactions have been legally and validly effected, and all of such Common Shares of common stock are fully paid and non-assessable. To the date of this Agreement, the Company has offered its Common Shares for sale only as shown on SCHEDULE 4.24 annexed hereto. All of the offerings listed on SCHEDULE 4.24 were conducted in strict accordance with the requirements of Regulation D, Rules 504 and 506, as applicable, in full compliance with the requirements of the Securities Exchange Acts of 1933 and 1934, as applicable, and in full compliance with and according to the requirements of the NRS and the Company's articles of incorporation and bylaws. The Company did not prepare or distribute any offering prospectus, solicitation, or other documents in connection with any prior offering and has provided to Purchaser copies of all documents prepared and filed in connection with any such offerings. All investors in all prior offerings were "accredited" investors as that term is defined in Rule 501 of Regulation D.
