Public Securities. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance and upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof, such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.
Public Securities. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus, and the Prospectus, as the case may be.
Public Securities. The Public Securities, and the shares of Common Stock and Warrants included within the Public Securities, have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities, and the shares of Common Stock and Warrants included within the Public Securities, are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities, and the shares of Common Stock and Warrants included within the Public Securities, has been duly and validly taken. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the General Disclosure Package, and the Prospectus, as the case may be.
Public Securities. The Public Securities, including the shares of Common Stock underlying the Units and the Warrants, have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus, and the Prospectus, as the case may be.
Public Securities. Notwithstanding the foregoing, Executive may own, directly or indirectly, up to one percent (1%) of any class of “publicly traded securities” of any Person, which owns or operates a business that is a Competing Business. For the purposes of this Section 1.2, “publicly traded securities” shall mean securities that are traded on a national securities exchange or listed on the Nasdaq Global Market.
Public Securities. Notwithstanding the foregoing, Restricted Person or his/her controlled Affiliates may passively own, directly or indirectly, less than one percent (1%) of the outstanding capital stock of any publicly traded company engaged in a Restricted Business; provided, however, that Restricted Person is not a member of the board of directors or similar governing body of such publicly-traded company.
Public Securities. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus and the Prospectus, as the case may be. The Ordinary Shares issuable upon conversion of the Rights have been reserved for issuance and upon the conversion of the Rights, and when issued in accordance with the terms thereof, such Ordinary Shares will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.
Public Securities. Lender and Debtor agree that the Remaining Amount shall be cancelled as of the date hereof in consideration for the shares of stock set forth on Schedule D hereto including any cash and non-cash distributions, proceeds and substitutes (collectively, the "Public Securities"), which shall be transferred at the Initial Closing or any Subsequent Closing, as the case may be.
Public Securities. Buyer is in compliance with all applicable laws and regulations regarding the listing and trading of its securities on the OTCBB and regarding its registration and reporting under the 1934 Act, Buyer has not received any notice of any alleged violation of any law or regulation regarding its registration and reporting obligations under the 1934 Act or with respect to its listing or trading on the OTCBB, nor to the best of Buyer's knowledge have any such allegations been threatened.
Public Securities. Notwithstanding anything contained in Section 5.10(a)(i) above and except as set forth in Section 5.10(a)(iii) below, if on the Valuation Date any type or class of security of the Company, including shares of the Company’s common stock (of any class or series), is traded on a national securities market or exchange, the Purchase Price for a Trust Certificate or portion thereof which represents securities of such class or type shall be (A) either (1) if such class or type of security is traded on a national securities market, the average of the last per security sale price on each of the twenty (20) Trading Days preceding the Valuation Date or (2) if such class or type of security is traded on a national securities exchange, the average of the per security closing price on each of the twenty (20) Trading Days preceding the Valuation Date, in each case multiplied by (B) the number of such securities represented by such Trust Certificate. The term “Trading Day” means, with respect to a given security of the Company, a day on which such security is traded on either a national securities market or exchange, as applicable.
