Representations of the Purchaser Regarding the Common Shares Issued as the Purchase Price Sample Clauses

Representations of the Purchaser Regarding the Common Shares Issued as the Purchase Price. The Purchaser represents that it is a United States Nevada corporation and that it is validly formed and operating under the laws of the State of Nevada. Purchaser represents that its current number of authorized shares are six hundred and ninety nine million, nine hundred and ninety nine thousand, nine hundred and ninety nine (699,999,999). Purchaser represents that as of the Closing Date there are three hundred thousand- (300,000,000) shares issued and outstanding prior to the issuance of 100,000,000 shares to seller and shareholder. The Purchaser represents that the Shares of common stock payable hereunder have been duly authorized and, when conveyed by the Purchaser to the Seller and the Shareholder at the Closing, all in accordance with the terms of the Agreement, will be duly and validly issued, fully paid, and non-assessable, free and clear of all liens, except for restrictions on transfer imposed by federal and state securities laws discussed below. The Purchaser represents that none of the shares of common stock issued to the Seller and Shareholder pursuant to this Agreement, have been registered in a registration statement made effective by the Commission. Further, none of the subject common stock issued as consideration herein has been qualified under any State Securities Laws. As such, the common stock issued herein as consideration by the Purchaser to the Seller are “Restricted Shares” as that term is defined by Rule 144 under the Securities and Exchange Act of 1933. As such, the Restricted Securities may not be resold or transferred unless the Purchaser files an registration statement with the Commission that the Commission makes effective, or receives an opinion of counsel acceptable to the Purchaser that such resale or transfer is exempt from the registration requirements of the Act. The Purchaser represents that it is a “Reporting Company” under the 1934 Securities and Exchange Act, and is responsible for filing current and periodic reports to the Commission consistent with the 1934 Act. Purchaser represents that it is currently delinquent in its filing status with the Commission, and has not filed all of the reports it is legally required to be filed under the 0000 Xxx. Thus, the Purchaser cannot represent to the Seller or the Shareholder with any certainty if or when it may cure its delinquent reporting status with the Commission, and that should it not cure the delinquency, the Commission may choose to terminate Purchaser’s registration...
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Related to Representations of the Purchaser Regarding the Common Shares Issued as the Purchase Price

  • REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PURCHASER The Purchaser hereby represents and warrants that, as of the Closing Date:

  • Representations and Warranties of the Purchasers Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):

  • Representations and Warranties of the Purchaser As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:

  • Representations of the Purchaser The Purchaser represents and warrants to the Company as follows:

  • Representations and Warranties Regarding the Contracts in the Aggregate Seller represents and warrants, as of the execution and delivery of this Agreement and as of the Closing Date, that:

  • Representations and Warranties Concerning the Purchaser As of the date hereof and as of the Closing Date, the Purchaser represents and warrants to the Mortgage Loan Seller as follows: (a) the Purchaser (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and (ii) is qualified and in good standing as a foreign corporation to do business in each jurisdiction where such qualification is necessary, except where the failure so to qualify would not reasonably be expected to have a material adverse effect on the Purchaser's business as presently conducted or on the Purchaser's ability to enter into this Agreement and to consummate the transactions contemplated hereby; (b) the Purchaser has full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement; (c) the execution and delivery by the Purchaser of this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the articles of incorporation or by-laws of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser's ability to enter into this Agreement and to consummate the transactions contemplated hereby; (d) the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; (e) this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Mortgage Loan Seller, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); (f) there are no actions, suits or proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Purchaser will be determined adversely to the Purchaser and will if determined adversely to the Purchaser materially and adversely affect the Purchaser's ability to perform its obligations under this Agreement; and the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement; and (g) the Purchaser's Information (as defined in Section 13(b) hereof) does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

  • Representations and Warranties of the Transfer Agent The Transfer Agent represents and warrants to the Fund that: 6.1 It is a trust company duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts. 6.2 It is duly qualified to carry on its business in The Commonwealth of Massachusetts. 6.3 It is empowered under applicable laws and by its Charter and By-Laws to enter into and perform this Agreement. 6.4 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 6.5 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • REPRESENTATIONS AND WARRANTIES OF BUYERS Buyers represent and warrant to Sellers as follows:

  • Representations and Warranties of the Shareholder The Shareholder represents and warrants to Purchaser as follows:

  • Representations of the Purchasers Each Purchaser represents as follows:

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