REPRESENTATIONS AND COVENANTS OF SELLER AND PURCHASER. 2.1 SELLER hereby represents and warrants that:
(a) The Shares issued hereunder (the “Shares”) have been duly authorized by the appropriate corporate action of SELLER.
(b) SELLER shall transfer title, in and to the Shares to PURCHASER free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands and claims, of any kind and nature whatsoever, whether direct or indirect or contingent.
(c) As soon as practicable after the Closing Date, SELLER shall deliver to PURCHASER a certificate or certificates representing the Shares subject to no liens, security interests, pledges, encumbrances, charges, restrictions, demands or claims in any other party whatsoever, except as set forth in the legend on the certificate, which legend shall provide substantially as follows: THE SHARES (OR OTHER SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.
(d) PURCHASER acknowledges that the Shares will initially be “restricted securities” (as such term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended (“Rule 144”), that the Shares will include the foregoing restrictive legend, and, except as otherwise set forth in this Agreement, that the Shares cannot be sold unless registered with the United States Securities and Exchange Commission (“SEC”) and qualified by appropriate state securities regulators, or unless PURCHASER obtains written consent from SELLER and otherwise complies with an exemption from such registration and qualification (including, without limitation, compliance with Rule 144)).
(e) PURCHASER acknowledges and agrees that SELLER makes no other representations or warranties with respect to the Shares or the SELLER.
2.2 PURCHASER represents and warrants to SELLER as follows:
(a) PURCHASER has adequate means of providing for current needs and contingencies, has no need for liquidity in the investment, and is able to bear the economic risk of an investment in the Shares offered by SELLER of the size contemplated. PURCHASER represents that PURCHASER is able to bear the economic risk of the investment and at the present time could afford a complete loss of such investment. PURCHASER has had a full opportunity to inspect the books and records of the SELLER and to make any and all inquiries o...
REPRESENTATIONS AND COVENANTS OF SELLER AND PURCHASER. 2.1 SELLER hereby represents and warrants that:
(a) The Units issued hereunder (the "Units") have been duly authorized by the appropriate corporate action of SELLER.
(b) SELLER shall transfer title, in and to the Units to PURCHASER free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands and claims, of any kind and nature whatsoever, whether direct or indirect or contingent.
2.2 As soon as practicable after the Closing Date, SELLER shall deliver to PURCHASER a certificate or certificates representing the Units subject to no liens, security interests, pledges, encumbrances, charges, restrictions, demands or claims in any other party whatsoever, except as set forth in the legend on the certificate, which legend shall provide as follows: THE SHARES (OR OTHER SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.
REPRESENTATIONS AND COVENANTS OF SELLER AND PURCHASER. 2.1 Seller hereby represents and warrants that:
(a) This Agreement and the Units issuable hereunder have been duly authorized by the appropriate corporate action of Seller.
(b) Seller shall transfer title, in and to the Units to Purchaser free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands and claims, of any kind and nature whatsoever, whether direct or indirect or contingent.
(c) Refer to "Registration Rights Agreement" for timeframe of registration and delivery of shares.
(d) If the Company shall be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Company will use its best efforts timely to file all reports required to be filed from time to time with the SEC (including but not limited to the reports under Section 13 and 15(d) of the 1934 Act referred to in subparagraph (c)(1) of Rule 144 adopted by the SEC under the Act). If there is a public market for any securities of the Company at any time that the Company is not subject to the reporting requirements of either of said Section 13 or 15(d), the Company will, upon the request of Holder, use its best efforts to make publicly available the information concerning the Company referred to in subparagraph (c)(2) of said Rule 144. The Company will furnish to Holder, promptly upon request, (i) a written statement of the Company's compliance with the requirements of subparagraphs (c)(1) or (c)(2), as the case may be, of said Rule 144, and (ii) written information concerning the Company sufficient to enable Holder to complete any Form 144 required to be filed with the SEC pursuant to said Rule 144.
2.2 Purchaser represents and warrants to Seller as follows:
(a) Purchaser has adequate means of providing for current needs and contingencies, has no need for liquidity in the investment, and is able to bear the economic risk of an investment in the Units offered by Seller of the size contemplated. Purchaser represents that Purchaser is able to bear the economic risk of the investment and at the present time could afford a complete loss of such investment. Purchaser has had a full opportunity to inspect the books and records of the Seller and to make any and all inquiries of Seller officers and directors regarding the Seller and its business as Purchaser has deemed appropriate.
(b) Purchaser is an "Accredited Investor" as defined in Regulation D of the Securities Act of 1933 (the "Act") or Purchaser, either...
REPRESENTATIONS AND COVENANTS OF SELLER AND PURCHASER. 2.1 The SELLER hereby represents and warrants that:
(a) SELLER has title in and to the Warrants free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands and claims, of any kind and nature whatsoever.
(b) SELLER shall transfer title, in and to the Warrants, to PURCHASER free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands and claims, of any kind and nature whatsoever, whether direct or indirect or contingent.
(c) SELLER has the full right, power and authority to enter into this Agreement and to carry out and consummate the transaction contemplated herein. This Agreement constitutes the legal, valid and binding obligation of SELLER.
REPRESENTATIONS AND COVENANTS OF SELLER AND PURCHASER. 2.1 Seller hereby represents and warrants that:
REPRESENTATIONS AND COVENANTS OF SELLER AND PURCHASER. 2.1 The Seller hereby represents and warrants that:
(a) Seller has title in and to the Shares free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands and claims, of any kind and nature whatsoever.
(b) Seller shall transfer title, in and to the Shares, to Purchaser free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands and claims, of any kind and nature whatsoever, whether direct or indirect or contingent.
(c) Seller has the full right, power and authority to enter into this Agreement and to carry out and consummate the transaction contemplated herein. This Agreement constitutes the legal, valid and binding obligation of Seller.
(d) Seller makes no guarantee as to the resaleability of the Shares including, but not limited to, any resale restrictions placed on the Shares by the Company or any of its agents or regulatory bodies.
REPRESENTATIONS AND COVENANTS OF SELLER AND PURCHASER. 2.1 The SELLER hereby represents and warrants that:
(a) It shall transfer title, in and to the Shares, to the PURCHASER free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands and claims, of any kind and nature whatsoever, whether direct or indirect or contingent.
(b) Prior to Closing, the Company shall have prepared and filed any and all filings and other documents required to qualify the issuance of the Shares in accordance with Rule 504 and the NASD, if applicable, in accordance with their requirements, and shall have taken all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation, for the legal and valid issuance of the Shares to the PURCHASER or subsequent holders. The Company represents and warrants that the Shares may be issued as securities without restrictive legend or other restriction on transfer pursuant to Rule 504. The Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of PURCHASER set forth herein in order to determine the applicability of such exemptions and the suitability of PURCHASER to acquire the Shares.
REPRESENTATIONS AND COVENANTS OF SELLER AND PURCHASER. 2.1 SELLER and AIS hereby represent and warrant that:
(a) The Shares issued hereunder have been duly authorized by the appropriate corporate action of AIS.
(b) SELLER shall transfer title, in and to the Shares to PURCHASER free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands and claims, of any kind and nature whatsoever, whether direct or indirect or contingent.
REPRESENTATIONS AND COVENANTS OF SELLER AND PURCHASER. 2.1 YouTicket hereby represents and warrants that:
(a) It shall transfer title, in and to the Shares, to the SRCI free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands and claims, of any kind and nature whatsoever, whether direct or indirect or contingent.
(b) Prior to Closing, the Company shall have prepared and filed any and all filings and other documents required to qualify the issuance of the Shares in accordance with Rule 504 and the NASD, if applicable, in accordance with their requirements, and shall have taken all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation, for the legal and valid issuance of the Shares to SRCI or subsequent holders. The Company will file an original Form D and pay the required filing fee with the State of Colorado to claim the applicable Colorado offering exemption. The Company represents and warrants that the Shares may be issued as securities without restrictive legend or other restriction on transfer pursuant to Rule 504. The Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of SRCI set forth herein in order to determine the applicability of such exemptions and the suitability of SRCI to acquire the Shares.
2.2 SRCI hereby represents and warrants that:
(a) SRCI has the full right, power and authority to enter into this Agreement and to carry out and consummate the transaction contemplated herein. This Agreement constitutes the legal, valid and binding obligation of SRCI.
(b) SRCI acknowledges that investment in the Shares involves substantial risks and is suitable only for persons of adequate financial means who can bear the economic risk of an investment in the Shares for an indefinite period of time. SRCI further represents that it:
(1) has adequate means of providing for its current needs and possible personal contingencies, has no need for liquidity in its investment in the Shares, is able to bear the substantial economic risks of an investment in the Shares for an indefinite period, and, at the present time, can afford a complete loss of its investment;
(2) does not have an overall commitment to investments which are not readily marketable that is disproportionate to its net worth, and that its investment in the Shares will not cause such overall commitment to become excessive;
(3) is acquiring the Shares for its own account, fo...
REPRESENTATIONS AND COVENANTS OF SELLER AND PURCHASER
