Representations and Warranties of the Consultants. Each of the Consultants represents and warrants to, and covenants with, Sanguine as follows:
Representations and Warranties of the Consultants. Each of the Consultants represents and warrants to, and covenants with, Unistone as follows:
Representations and Warranties of the Consultants. Each of the Consultants represents and warrants to, and covenants with, ACTI as follows:
Representations and Warranties of the Consultants. Each of the Consultants represents and warrants to, and covenants with, ETPI as follows:
Representations and Warranties of the Consultants. Each of the Consultants represents and warrants to, and covenants with, Pandora's as follows:
Representations and Warranties of the Consultants. Each of the Consultants represents and warrants to, and covenants with Alphatrade as follows:
Representations and Warranties of the Consultants. Each of the Consultants represents and warrants to, and covenants with, Sierra as follows:
Representations and Warranties of the Consultants a. Each of the Consultants acknowledges and agrees that the Shares will be offered and sold to the Consultant without such offer and sale being registered under the Securities Act of 1933, as amended (the “Securities Act”), or under any state securities or “blue sky” laws of any state of the U.S., and will be issued to the Consultant in an offshore transaction outside of the United States in accordance with a safe harbour from the registration requirements of the Securities Act provided by Regulation S, promulgated thereunder. As such, each of the Consultants further acknowledges and agrees that the Shares will, upon issuance, be “restricted securities” within the meaning of the Securities Act. Each of the Consultants understands that the Shares may not be offered or sold in the U.S. or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S, except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in each case in accordance with applicable state and federal securities laws.. Neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares. The statutory and regulatory basis for the exemption claimed for the offer of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the Securities Act or any applicable state and federal securities laws.
Representations and Warranties of the Consultants. Each of the Consultants represents and warrants to, and covenants with, GTM as follows:
Representations and Warranties of the Consultants. Each Consultant and each Consultant Representative hereby represents and warrants as of the date hereof to the Company as follows:
