Seller Representations and Covenants. (a) Seller is a corporation duly organized and validly existing under the laws of the State of Nevada and is in good standing under such laws with its principal executive office located in the State of Ohio. The Seller has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Seller is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Seller. (b) There are 50,000,000 shares of Seller's Common Stock, $.0001 par value per share ("Common Stock") authorized and approximately 16,000,000 shares outstanding as of September 26, 2006. All issued and outstanding shares of Common Stock have been authorized and validly issued and are fully paid and non-assessable. There are no shares of preferred stock outstanding at the date of this Agreement. There are 851,320 warrants with a strike price of $.75. The warrants expire in June, 2007. (c) The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit, under, any provision of the Articles of Incorporation, and any amendments thereto, By-Laws, Stockholders Agreements and any amendments thereto of the Seller or any material mortgage, indenture, lease or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law ordinance, rule or regulation applicable to the Seller, its properties or assets. There is no action, suit or proceeding pending, or to the knowledge of the Seller, threatened against the Seller, before any court or arbitrator or any government body, agency or official, which would have a material adverse affect on Seller=s operations or financial condition. (d) The Seller is subject to the reporting requirements of Sections 13 or 15(d) of the Securities and Exchange Act. The securities that comprise the Units when issued, will be issued in compliance with all applicable U.S. federal and state securities laws. The execution and delivery by the Seller of this Agreement and the issuance of the Common Stock will not contravene or constitute a default under any provision of applicable law or regulation. The Seller is in compliance with and conforms with, and will continue to comply with and conform with, all securities laws, state and federal, ordinances, rules, regulations, orders, restrictions and all other legal requirements of any domestic or foreign government or any instrumentality thereof having jurisdiction over the conduct of its businesses or the ownership of its properties, including but not limited to all laws concerning investor relations, public relations, disclosures under the securities laws and broker-dealers statutes and laws. (e) There is no material fact known to the Seller that has not been publicly disclosed by the Seller or disclosed in writing to the Buyer which could reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or on the earnings, business affairs, properties or assets of the Seller, or could reasonably be expected to materially and adversely affect the ability of the Seller to perform its obligations pursuant to this Agreement. The information furnished by the Seller to Buyer for purposes of or in connection with this Agreement or any transaction contemplated hereby does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading. (f) No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Seller is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Common Stock, Warrants or Warrant Shares, or the consummation of any other transaction contemplated hereby, except the filing with the SEC and certain other states of a Form D Notice of Sale of Securities. (g) There is no action, proceeding or investigation pending, or to the Seller's knowledge, threatened, against the Seller which might result, either individually or in the aggregate, in any material adverse change in the business, prospects, conditions, affairs or operations of the Seller. The Seller is not a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit proceeding or investigation by the Seller currently pending or which the Seller intends to initiate. The SEC has not issued any order suspending trading in the Seller's Common Stock and the Seller is not under investigation by the SEC or the National Association of Securities Dealers, and there are no proceedings pending or threatened before either regulatory body. (h) There are no other material outstanding debt or equity securities presently convertible into Common Stock. (j) The issuance, sale and delivery of the Units and the securities comprising the Units have been duly authorized by all required corporate action on the part of the Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued, fully paid and non-assessable. There are no pre-emptive rights of any shareholder of Seller. (k) This Agreement has been duly authorized, validly executed and delivered on behalf of Seller and is a valid and binding agreement in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally. The Seller has all requisite right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. All corporate action on the part of the Seller, its directors and shareholders necessary for the authorization, execution, delivery and performance of this Agreement and the Common Stock has been taken. Upon their issuance to the Buyer, the Common Stock will be validly issued and non-assessable, and will be free of any liens or encumbrances.
Appears in 15 contracts
Samples: Securities Subscription Agreement (Resolve Staffing Inc), Securities Subscription Agreement (Resolve Staffing Inc), Securities Subscription Agreement (Resolve Staffing Inc)
Seller Representations and Covenants. (a) Seller is a corporation duly organized and validly existing under the laws of the State of Nevada Colorado, and is in good standing under such laws with its principal executive office located in the State of Ohiolaws. The Seller has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Seller is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Seller.
(b) There are 50,000,000 shares of Seller's Common Stock, $.0001 0.001 par value per share ("Common Stock") ), authorized and approximately 16,000,000 shares outstanding 20,000,000 as of September 26March 15, 20061999 outstanding. The Common Stock trades on National Associates of Securities Dealers OTC Bulletin Board. All issued and outstanding shares of Common Stock have been authorized and validly issued and are fully paid and non-assessable. There are no shares of preferred stock outstanding at the date of this Agreement. There are 851,320 warrants with a strike price of $.75. The warrants expire in June, 2007.
(c) The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit, under, any provision of the Articles of Incorporation, and any amendments thereto, By-Laws, Stockholders Agreements and any amendments thereto of the Seller or any material mortgage, indenture, lease or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law ordinance, rule or regulation applicable to the Seller, its properties or assets. There is no action, suit or proceeding pending, or to the knowledge of the Seller, threatened against the Seller, before any court or arbitrator or any government body, agency or official, which would have a material adverse affect on Seller=s operations or financial condition.
(d) The Seller is not subject to the reporting requirements of Sections 13 or 15(d) of the Securities and Exchange Act. The securities , is not an investment company or a developmental stage company that comprise the Units when issued, will be issued in compliance with all applicable U.S. federal and state securities laws. The execution and delivery by the Seller of this Agreement and the issuance of the Common Stock will not contravene either has no specific business plan or constitute a default under any provision of applicable law or regulation. The Seller is in compliance with and conforms with, and will continue to comply with and conform with, all securities laws, state and federal, ordinances, rules, regulations, orders, restrictions and all other legal requirements of any domestic or foreign government or any instrumentality thereof having jurisdiction over the conduct of its businesses or the ownership of its properties, including but not limited to all laws concerning investor relations, public relations, disclosures under the securities laws and broker-dealers statutes and lawspurpose.
(e) There is no material fact known to the Seller that has not been publicly disclosed by the Seller or disclosed in writing to the Buyer which could reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or on in the earnings, business affairs, properties or assets of the Seller, or could reasonably be expected to materially and adversely affect the ability of the Seller to perform its obligations pursuant to this Agreement. The information furnished by the Seller to Buyer for purposes of or in connection with this Agreement or any transaction contemplated hereby does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading.
(f) No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Seller is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the debentures or Common Stock, Warrants or Warrant Shares, or the consummation of any other transaction contemplated hereby, except the filing with the SEC and certain other states of a Form D Notice of Sale of Securities.D.
(g) There is no action, proceeding or investigation pending, or to the Seller's knowledge, threatened, against the Seller which might result, either individually or in the aggregate, in any material adverse change in the business, prospects, conditions, affairs or operations of the SellerSeller ("Material Adverse Change"). The Seller is not a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit proceeding or investigation by the Seller currently pending or which the Seller intends to initiate. The SEC has not issued any order suspending trading in the Seller's Common Stock and Stock. Seller will be filing suit against Optima Investments, Houston, Texas, on the grounds of breach of contract. Seller is does not under investigation by believe that the SEC filing of the suit or the National Association of Securities Dealers, and there are no proceedings pending or threatened before either regulatory bodyany potential counterclaim will result in a Material Adverse Change.
(h) There are no other material outstanding debt or equity securities presently convertible into Common StockStock other than the Debentures except for a unit offering of Series A and B restricted common stock and warrants, which has been described in a letter from Seller's counsel dated March 16, 1999 which has been delivered to and reviewed by Buyer ("Units").
(i) The Seller has not sold any securities within the 12 month period prior to the date the Common Stock was first offered in reliance on any exemption under Section 3(b) of the 1933 Act or in violation of Section 5(a) of the 1933 Act except for the Units and limited offerings of some securities which, aggregated with the Debentures, meet the requirements under Rule 504 of Regulation D for an exemption from registration..
(j) The issuance, sale and delivery of the Units and the securities comprising the Units Debentures have been duly authorized by all required corporate action on the part of the Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued, fully paid and non-assessable. The Common Stock issuable upon conversion of the Debenture has been duly and validly reserved for issuance and upon issuance in accordance with the terms of the Debentures, shall be duly and validly issued, fully paid, and non-assessable There are no pre-emptive rights of any shareholder of Seller.
(k) This Agreement has been duly authorized, validly executed and delivered on behalf of Seller and is a valid and binding agreement in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally. The Seller has all requisite right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. All corporate action on the part of the Seller, its directors and shareholders necessary for the authorization, execution, delivery and performance of this Agreement and the Common Stock Debentures has been taken. Upon their issuance to the BuyerBuyer and delivery to the Escrow Agent, as defined in and pursuant to the Escrow Agreement, the Common Stock Debentures will be validly issued and non-assessablenonassessable, and will be free of any liens or encumbrances.
Appears in 3 contracts
Samples: Securities Subscription Agreement (Lakota Technologies Inc), Securities Subscription Agreement (Lakota Technologies Inc), Securities Subscription Agreement (Lakota Technologies Inc)
Seller Representations and Covenants. (a) Seller is a corporation duly organized and validly existing under the laws of the State of Nevada Colorado, and is in good standing under such laws with its principal executive office located in the State of Ohio. laws- The Seller has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Seller is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Seller.
(b) There are 50,000,000 100,000,000 shares of Seller's Common Stock, $.0001 0. 001 par value per share ("Common Stock") ), authorized and approximately 16,000,000 shares outstanding 39,735,106 as of September 26July 30, 20061998 outstanding. The Common Stock trades on OTC Bulletin Board. All issued and outstanding shares of Common Stock have been authorized and validly issued and are fully My paid and non-assessable. There are no shares of preferred stock outstanding at the date of this Agreement. There are 851,320 warrants with a strike price of $.75. The warrants expire in June, 2007.
(c) The My execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of of. any obligation or to a loss of a material benefit, under, any provision of the Articles of Incorporation, and any amendments thereto, By-Lawslaws, Stockholders Agreements and any amendments thereto of the Seller or any material mortgage, indenture, lease or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law ordinance, rule or regulation applicable to the Seller, its properties or assets. There is no action, suit or proceeding pending, or to the knowledge of the Seller, threatened against the Seller, before any court or arbitrator or any government body, agency or official, which would have a material adverse affect on Seller=s operations or financial condition.
(d) The Seller is not subject to the reporting requirements of Sections 13 or 15(d) of the Securities and Exchange Act. The securities , is not an investment company or a developmental stage company that comprise the Units when issued, will be issued in compliance with all applicable U.S. federal and state securities laws. The execution and delivery by the Seller of this Agreement and the issuance of the Common Stock will not contravene either has no specific business plan or constitute a default under any provision of applicable law or regulation. The Seller is in compliance with and conforms with, and will continue to comply with and conform with, all securities laws, state and federal, ordinances, rules, regulations, orders, restrictions and all other legal requirements of any domestic or foreign government or any instrumentality thereof having jurisdiction over the conduct of its businesses or the ownership of its properties, including but not limited to all laws concerning investor relations, public relations, disclosures under the securities laws and broker-dealers statutes and lawspurpose.
(e) There is no material fact known to the Seller that has not been publicly disclosed by the Seller or disclosed in writing to the Buyer which could reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or on in the earnings, business affairs, properties or assets of the Seller, or could reasonably be expected to materially and adversely affect the ability of the Seller to perform its obligations pursuant to this Agreement. The information furnished by the Seller to Buyer for purposes of or in connection with this Agreement or any transaction contemplated hereby does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading.
(f) No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Seller is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the debentures or Common Stock, Warrants or Warrant Shares, or the consummation of any other transaction contemplated hereby, except the filing with the SEC and certain other states of a Form D. A copy of such filed Form D Notice of Sale of Securitieswill be sent to the Escrow Agent.
(g) There is no action, proceeding or investigation pending, or to the Seller's knowledge, threatened, against the Seller which might result, either individually or in the aggregate, in any material adverse change in the business, prospects, conditions, affairs or operations of the Seller. The Seller is not a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit proceeding or investigation by the Seller currently pending or which the Seller intends to initiate. The SEC has not issued any order suspending trading in the Seller's Common Stock and the Seller is not under investigation by the SEC or the National Association of Securities Dealers, and there are no proceedings pending or threatened before either regulatory bodyStock.
(h) There are no other material outstanding debt or equity securities presently convertible into Common StockStock other than the Debentures.
(ji) The issuance, sale and delivery of the Units and the securities comprising the Units have been duly authorized by all required corporate action on the part of the Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued, fully paid and non-assessable. There are no pre-emptive rights of any shareholder of Seller.
(k) This Agreement has been duly authorized, validly executed and delivered on behalf of Seller and is a valid and binding agreement in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally. The Seller has all requisite right, power and authority not sold any securities within The 12 month period prior to execute and deliver this Agreement and to consummate the transactions contemplated hereby. All corporate action on the part of the Seller, its directors and shareholders necessary for the authorization, execution, delivery and performance of this Agreement and date the Common Stock has been taken. Upon their issuance to was first offered in reliance on any exemption under Section 3(b) of the Buyer, 1933 Act or in violation of Section 5(a) of the Common Stock will be validly issued and non-assessable, and will be free of any liens or encumbrances1933 Act.
Appears in 1 contract
Samples: Securities Subscription Agreement (Go Online Networks Corp /De/)
Seller Representations and Covenants. (a) Seller is a corporation duly organized and validly existing under the laws of the State Commonwealth of Nevada Virginia and is in good standing under such laws with its principal executive office located in the State of OhioVirginia. The Seller has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Seller is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Seller.
(b) There are 50,000,000 150,000,000 shares of Seller's Common Stockcommon stock, $.0001 no par value per share authorized ("Common Stock", which term shall also include any additional shares of Seller's common stock which may subsequently be authorized) authorized and approximately 16,000,000 47,000,000 shares of Common Stock outstanding as of September 26May 9, 20062001. The Common Stock is quoted on National Association of Securities Dealers OTC Electronic Bulletin Board ("OTCBB") under the symbol "PLRP". All issued and outstanding shares of Common Stock have been authorized and validly issued and are fully paid and non-assessable. There are no shares of preferred stock outstanding at the date of this Agreement. There are 851,320 warrants with a strike price of $.75. The warrants expire in June, 2007.
(c) The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit, under, any provision of the Articles of Incorporation, and any amendments thereto, By-Laws, Stockholders Agreements and any amendments thereto of the Seller or any material mortgage, indenture, lease or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law ordinance, rule or regulation applicable to the Seller, its properties or assets. There is no action, suit or proceeding pending, or to the knowledge of the Seller, threatened against the Seller, before any court or arbitrator or any government body, agency or official, which would have a material adverse affect on Seller=s operations or financial condition.
(d) The Seller is subject to the reporting requirements of Sections 13 or 15(dDebentures and Common Stock issued upon conversion ("Shares") of the Securities and Exchange Act. The securities that comprise the Units when issued, will be issued in compliance with all applicable U.S. federal and state securities laws. The Seller understands and acknowledges that, in certain circumstances, the issuance of -4- the Shares could dilute the ownership interests of other stockholders of the Seller. The execution and delivery by the Seller of this Agreement and the issuance of the Common Stock Shares will not contravene or constitute a default under any provision of applicable law or regulation. The Seller is in compliance with and conforms withto all applicable and material statutes, and will continue to comply with and conform with, all securities laws, state and federal, ordinances, rules, regulations, orders, restrictions and all other legal requirements of any domestic or foreign government or any instrumentality thereof having jurisdiction over the conduct of its businesses or the ownership of its properties, including but not limited to all laws concerning investor relations, public relations, disclosures under the securities laws and broker-dealers statutes and laws.
properties (e) There is no material fact known to the Seller that has not been publicly disclosed by the Seller or disclosed in writing to the Buyer which could reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or on in the earnings, business affairs, properties or assets of the Seller, or could reasonably be expected to materially and adversely affect the ability of the Seller to perform its obligations pursuant to this Agreement. The information furnished by the Seller to Buyer for purposes of or in connection with this Agreement or any transaction contemplated hereby hereby, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading.
(f) No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Seller is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Debentures or Common Stock, Warrants or Warrant Shares, or the consummation of any other transaction contemplated hereby, except the filing with the SEC and certain other states of a Form D Notice with respect to the Debentures, the filing of Sale of Securities.
a Registration Statement, as defined in Section 6 below with respect to the Common Stock, and any filing required by the Colorado Securities Division, if any. (g) There is no action, proceeding or investigation pending, or to the Seller's knowledge, threatened, against the Seller which might result, either individually or in the aggregate, in any material adverse change in the business, financial condition, prospects, conditions, affairs or operations of the Seller. The Seller is not a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit proceeding or investigation by the Seller currently pending or which the Seller intends to initiate. The SEC has not issued any order suspending trading in the Seller's Common Stock and the Seller is not under investigation by the SEC or the National Association of Securities Dealers, and and, to Seller's knowledge, there are no proceedings pending or threatened before either regulatory body.
(h) There are no other material outstanding debt or equity securities presently convertible into Common Stock.
Stock other than: (ji) 5% Convertible Debenture, face amount $100,000 due March 15, 2006 to Xxxxxx Xxxxx;; (ii) 5% Convertible Debenture, face amount $100,000 due March 15, 2006 to Xxxxxxx X. Xxxxxxx Trust; (iii) 5% Convertible Debenture, face amount $50,000 due March 15, 2006 to W. Xxxxx XxXxx XXX; and Promissory Note in the amount of $250,000 to Portfolio Investments. -5- (i) The issuance, sale and delivery of the Units and the securities comprising the Units Debentures have been duly authorized by all required corporate action on the part of the Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued, fully paid and non-assessable. The Common Stock issuable upon conversion of the Debentures has been duly and validly reserved for issuance and upon issuance in accordance with the terms of the Debentures, shall be duly and validly issued, fully paid, and non-assessable. There are no pre-emptive rights of any shareholder of Seller.
(k) This Agreement has been duly authorized, validly executed and delivered on behalf of Seller and is a valid and binding agreement in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally. The Seller has all requisite right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. All corporate action on the part of the Seller, its directors and shareholders necessary for the authorization, execution, delivery and performance of this Agreement and the Common Stock has been taken. Upon their issuance to the Buyer, the Common Stock will be validly issued and non-assessable, and will be free of any liens or encumbrances.
Appears in 1 contract
Seller Representations and Covenants. (a) Seller is a corporation duly organized and validly existing under the laws of the State of Nevada Nevada, and is in good standing under such laws with its principal executive office located in the State of Ohiolaws. The Seller has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Seller is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Seller.
(b) There are 50,000,000 shares of Seller's Common Stock, $.0001 0.001 par value per share ("Common StockCOMMON STOCK") ), authorized and approximately 16,000,000 6,900,000 shares outstanding as of September 26June 10, 20061998 outstanding. The Common Stock trades on NASDAQ Electronic Bulletin Board. All issued and outstanding shares of Common Stock have been authorized and validly issued and are fully paid and non-assessable. There are no shares of preferred stock outstanding at the date of this Agreement. There are 851,320 warrants with a strike price of $.75. The warrants expire in June, 2007.
(c) The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit, under, any provision of the Articles of Incorporation, and any amendments thereto, By-Laws, Stockholders Agreements and any amendments thereto of the Seller or any material mortgage, indenture, lease or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law ordinance, rule or regulation applicable to the Seller, its properties or assets. There is no action, suit or proceeding pending, or to the knowledge of the Seller, threatened against the Seller, before any court or arbitrator or any government body, agency or official, which would have a material adverse affect on Seller=s operations or financial condition.
(d) The Seller is not subject to the reporting requirements of Sections 13 or 15(d) of the Securities and Exchange Act. The securities , is not an investment company or a developmental stage company that comprise the Units when issued, will be issued in compliance with all applicable U.S. federal and state securities laws. The execution and delivery by the Seller of this Agreement and the issuance of the Common Stock will not contravene either has no specific business plan or constitute a default under any provision of applicable law or regulation. The Seller is in compliance with and conforms with, and will continue to comply with and conform with, all securities laws, state and federal, ordinances, rules, regulations, orders, restrictions and all other legal requirements of any domestic or foreign government or any instrumentality thereof having jurisdiction over the conduct of its businesses or the ownership of its properties, including but not limited to all laws concerning investor relations, public relations, disclosures under the securities laws and broker-dealers statutes and lawspurpose.
(e) There is no material fact known to the Seller that has not been publicly disclosed by the Seller or disclosed in writing to the Buyer which could reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or on in the earnings, business affairs, properties or assets of the Seller, or could reasonably be expected to materially and adversely affect the ability of the Seller to perform its obligations pursuant to this Agreement. The information furnished by the Seller to Buyer for purposes of or in connection with this Agreement or any transaction contemplated hereby does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading.
(f) No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Seller is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the debentures or Common Stock, Warrants or Warrant Shares, or the consummation of any other transaction contemplated hereby, except the filing with the SEC and certain other states of a Form D. A copy of such filed Form D Notice of Sale of Securitieswill be sent to the Escrow Agent.
(g) There is no action, proceeding or investigation pending, or to the Seller's knowledge, threatened, against the Seller which might result, either individually or in the aggregate, in any material adverse change in the business, prospects, conditions, affairs or operations of the Seller. The Seller is not a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit proceeding or investigation by the Seller currently pending or which the Seller intends to initiate. The SEC has not issued any order suspending trading in the Seller's Common Stock and the Seller is not under investigation by the SEC or the National Association of Securities Dealers, and there are no proceedings pending or threatened before either regulatory bodyStock.
(h) There are no other material outstanding debt or equity securities presently convertible into Common StockStock other than the Debentures.
(i) The Seller has not sold any securities within the 12 month period prior to the date the Common Stock was first offered in reliance on any exemption under Section 3(b) of the 1933 Act or in violation of Section 5(a) of the 1933 Act.
(j) The issuance, sale and delivery of the Units and the securities comprising the Units Debentures have been duly authorized by all required corporate action on the part of the Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued, fully paid and non-assessable. The Common Stock issuable upon conversion of the Debenture has been duly and validly reserved for issuance and upon issuance in accordance with the terms of the Debentures, shall be duly and validly issued, fully paid, and non-assessable. There are no pre-emptive rights of any shareholder of Seller.
(k) This Agreement has been duly authorized, validly executed and delivered on behalf of Seller and is a valid and binding agreement in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally. The Seller has all requisite right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. All corporate action on the part of the Seller, its directors and shareholders necessary for the authorization, execution, delivery and performance of this Agreement and the Common Stock Debentures has been taken. Upon their issuance to the BuyerBuyer and delivery to the Escrow Agent, as defined in and pursuant to the Escrow Agreement, the Common Stock Debentures will be validly issued and non-assessablenonassessable, and will be free of any liens or encumbrances.
Appears in 1 contract
Samples: Securities Subscription Agreement (Revenge Marine Inc)
Seller Representations and Covenants. (a) Seller is a corporation duly organized and validly existing under the laws of the State of Nevada Nevada, and is in good standing under such laws with its principal executive office located in the State of Ohiolaws. The Seller has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Seller is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify quality would not have a material adverse effect on the Seller.
(b) There are 50,000,000 20,000,000 shares of Seller's Common Stockcommon stock, $.0001 no par value per share ("Common StockCOMMON STOCK") ), authorized and approximately 16,000,000 shares outstanding 18,500,000 as of September 26March 20, 20062002 outstanding. The Common Stock is quoted on National Association of Securities Dealers OTC Electronic Bulletin Board under the symbol "PFSD". All issued and outstanding shares of Common Stock have been authorized and validly issued and are fully paid and non-assessable. There are no shares of preferred stock outstanding at the date of this Agreement. There are 851,320 warrants with a strike price of $.75. The warrants expire in June, 2007.
(c) The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit, under, any provision of the Articles of Incorporationincorporation, and any amendments thereto, By-Laws, Stockholders Agreements and any amendments thereto of the Seller or any material mortgage, indenture, lease or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law ordinance, rule or regulation applicable to the Seller, its properties or assets. There is no action, suit or proceeding pending, or to the knowledge of the Seller, threatened against the Seller, before any court or arbitrator or any government body, agency or official, which would have a material adverse affect on Seller=s 's operations or financial condition.
(d) The Seller is subject to the reporting requirements of Sections 13 not an investment company or 15(d) of the Securities and Exchange Acta developmental stage company that either has no specific business plan or purpose. The securities that comprise the Units Shares when issued, will be issued in compliance with all applicable U.S. federal and state securities laws. The Seller understands and acknowledges that, in certain, circumstances, the issuance of the Shares could dilute the ownership interests of other stockholders of the Seller. The execution and delivery by the Seller of this Agreement and the issuance of the Common Stock Debentures will not contravene or constitute a default under any provision of applicable law or regulation. The Seller is in compliance with and conforms withto all statutes, and will continue to comply with and conform with, all securities laws, state and federal, ordinances, rules, regulations, orders, restrictions and all other legal requirements of any domestic or foreign government or any instrumentality thereof having jurisdiction over the conduct of its businesses or the ownership of its properties, including but not limited to all laws concerning investor relations, public relations, disclosures under the securities laws and broker-dealers statutes and laws.
(e) There is no material fact known to the Seller that has not been publicly disclosed by the Seller or disclosed in writing to the Buyer which could reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or on in the earnings, business affairs, properties or assets of the Seller, or could reasonably be expected to materially and adversely affect the ability of the Seller to perform its obligations pursuant to this Agreement. The information furnished by the Seller to Buyer for purposes of or in connection with this Agreement or any transaction contemplated hereby hereby, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading.
(f) No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Seller is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Debentures or Common Stock, Warrants or Warrant Shares, or the consummation of any other transaction contemplated hereby, except the filing with the SEC and certain other states of a Form D Notice of Sale of SecuritiesSB-1.
(g) There is no action, proceeding or investigation pending, or to the Seller's knowledge, threatened, against the Seller which might result, result either individually or in the aggregate, in any material adverse change in the business, prospects, conditions, affairs or operations of the Seller. The Seller is not a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit proceeding or investigation by the Seller currently pending or which the Seller intends to initiate. The SEC has not issued any order suspending trading in the Seller's Common Stock and the Seller is not under investigation by the SEC or the National Association of Securities Dealers, and there are no proceedings pending or threatened before either regulatory body.
(h) There are no other material outstanding debt or equity securities presently convertible into Common StockStock other than the Debentures.
(i) The Seller has not sold any securities within the 12 month period prior to this Agreement in reliance on any exemption under Section 3(b) of the 1933 Act, Regulation D or its rules or in violation of Section 5(a) of the 1933 Act except for offerings of securities which do not aggregate more than $500,000.
(j) The issuance, sale and delivery of the Units and the securities comprising the Units Debentures have been duly authorized by all required corporate action on the part of the Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued, fully paid and non-assessable. The Common Stock issuable upon conversion of the Debenture has been duly and validly reserved for issuance and upon issuance in accordance with the terms of the Debentures, shall be duly and validly issued, fully paid, and non-assessable. There are no pre-emptive rights of any shareholder of Seller.
(k) This Agreement has been duly authorized, validly executed and delivered on behalf of Seller and is a valid and binding agreement in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' creditors rights generally. The Seller has all requisite right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. All corporate action on the part of the Seller, its directors and shareholders necessary for the authorization, execution, delivery and performance of this Agreement and the Common Stock Debentures has been taken. Upon their issuance to the BuyerBuyer and delivery to the Escrow Agent, as defined in and pursuant to the Escrow Agreement, the Common Stock Debentures will be validly issued and non-assessablenonassessable, and will be free of any liens or encumbrances.
(l) Setter acknowledges and agrees that the transactions contemplated by this the Agreement have taken place solely and exclusively within the State of California.
Appears in 1 contract
Samples: Securities Subscription Agreement (Pacific Sands Inc)
Seller Representations and Covenants. (a) Seller is a corporation duly organized and validly existing under the laws of the State of Nevada and is in good standing under such laws with its principal executive office located in the State of OhioArizona. The Seller has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Seller is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Seller.
(b) There are 50,000,000 100,000,000 shares of Seller's Common Stock, $.0001 par value per share ("Common Stock") authorized and approximately 16,000,000 7,500,000 shares outstanding as of September 26July 31, 2006. All issued and outstanding shares of Common Stock have been authorized and validly issued and are fully paid and non-assessable. There are no shares of preferred stock outstanding at the date of this Agreement. There are 851,320 warrants with a strike price of $.75. The warrants expire in June, 2007.
(c) The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit, under, any provision of the Articles of Incorporation, and any amendments thereto, By-Laws, Stockholders Agreements and any amendments thereto of the Seller or any material mortgage, indenture, lease or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law ordinance, rule or regulation applicable to the Seller, its properties or assets. There is no action, suit or proceeding pending, or to the knowledge of the Seller, threatened against the Seller, before any court or arbitrator or any government body, agency or official, which would have a material adverse affect on Seller=s ’s operations or financial condition.
(d) The Seller is subject to the reporting requirements of Sections 13 or 15(d) of the Securities and Exchange Act. The securities that comprise the Units when issued, will be issued in compliance with all applicable U.S. federal and state securities laws. The execution and delivery by the Seller of this Agreement and the issuance of the Common Stock will not contravene or constitute a default under any provision of applicable law or regulation. The Seller is in compliance with and conforms with, and will continue to comply with and conform with, all securities laws, state and federal, ordinances, rules, regulations, orders, restrictions and all other legal requirements of any domestic or foreign government or any instrumentality thereof having jurisdiction over the conduct of its businesses or the ownership of its properties, including but not limited to all laws concerning investor relations, public relations, disclosures under the securities laws and broker-dealers statutes and laws.
(e) There is no material fact known to the Seller that has not been publicly disclosed by the Seller or disclosed in writing to the Buyer which could reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or on the earnings, business affairs, properties or assets of the Seller, or could reasonably be expected to materially and adversely affect the ability of the Seller to perform its obligations pursuant to this Agreement. The information furnished by the Seller to Buyer for purposes of or in connection with this Agreement or any transaction contemplated hereby does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading.
(f) No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Seller is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Common Stock, Warrants or Warrant Shares, or the consummation of any other transaction contemplated hereby, except the filing with the SEC and certain other states of a Form D Notice of Sale of Securities.
(g) There is no action, proceeding or investigation pending, or to the Seller's knowledge, threatened, against the Seller which might result, either individually or in the aggregate, in any material adverse change in the business, prospects, conditions, affairs or operations of the Seller. The Seller is not a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit proceeding or investigation by the Seller currently pending or which the Seller intends to initiate. The SEC has not issued any order suspending trading in the Seller's Common Stock and the Seller is not under investigation by the SEC or the National Association of Securities Dealers, and there are no proceedings pending or threatened before either regulatory body.
(h) There are no other material outstanding debt or equity securities presently convertible into Common Stock.
(j) The issuance, sale and delivery of the Units and the securities comprising the Units have been duly authorized by all required corporate action on the part of the Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued, fully paid and non-assessable. There are no pre-emptive rights of any shareholder of Seller.
(k) This Agreement has been duly authorized, validly executed and delivered on behalf of Seller and is a valid and binding agreement in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally. The Seller has all requisite right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. All corporate action on the part of the Seller, its directors and shareholders necessary for the authorization, execution, delivery and performance of this Agreement and the Common Stock has been taken. Upon their issuance to the Buyer, the Common Stock will be validly issued and non-assessable, and will be free of any liens or encumbrances.
Appears in 1 contract
Samples: Securities Subscription Agreement (Universal Tracking Solutions,Inc.)
Seller Representations and Covenants. (a) Seller is a corporation duly organized and validly existing under the laws of the State of Nevada Delaware and is in good standing under such laws with its principal executive office located in the State of OhioFlorida. The Seller has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Seller is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Seller.
(b) There are 50,000,000 10,000,000 shares of Seller's Common Stock, $.0001 .01 par value per share ("Common Stock") authorized and approximately 16,000,000 shares 1,000 outstanding as of September 26August 27, 20062001. All issued and outstanding shares of Common Stock have been authorized and validly issued and are fully paid and non-assessable. There are no shares of preferred stock outstanding at the date of this Agreement. There are 851,320 warrants with a strike price of $.75. The warrants expire in June, 2007.
(c) The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit, under, any provision of the Articles of Incorporation, and any amendments thereto, By-Laws, Stockholders Agreements and any amendments thereto of the Seller or any material mortgage, indenture, lease or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law ordinance, rule or regulation applicable to the Seller, its properties or assets. There is no action, suit or proceeding pending, or to the knowledge of the Seller, threatened against the Seller, before any court or arbitrator or any government body, agency or official, which would have a material adverse affect on Seller=s 's operations or financial condition.
(d) The Seller is not subject to the reporting requirements of Sections 13 or 15(d) of the Securities and Exchange Act, is not an investment company or a developmental stage company that either has no specific business plan or no purpose. The securities that comprise the Units Debentures and common stock issued upon conversion ("Shares") when issued, will be issued in compliance with all applicable U.S. federal and state securities laws. The Seller understands and acknowledges that, in certain, circumstances, the issuance of the Shares could dilute the ownership interests of other stockholders of the Seller. The execution and delivery by the Seller of this Agreement and the issuance of the Common Stock Shares will not contravene or constitute a default under any provision of applicable law or regulation. The Seller is in compliance with and conforms withto all statutes, and will continue to comply with and conform with, all securities laws, state and federal, ordinances, rules, regulations, orders, restrictions and all other legal requirements of any domestic or foreign government or any instrumentality thereof having jurisdiction over the conduct of its businesses or the ownership of its properties, including but not limited to all laws concerning investor relations, public relations, disclosures under the securities laws and broker-dealers statutes and laws.
(e) There is no material fact known to the Seller that has not been publicly disclosed by the Seller or disclosed in writing to the Buyer which could reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or on in the earnings, business affairs, properties or assets of the Seller, or could reasonably be expected to materially and adversely affect the ability of the Seller to perform its obligations pursuant to this Agreement. The information furnished by the Seller to Buyer for purposes of or in connection with this Agreement or any transaction contemplated hereby hereby, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading.
(f) No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Seller is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Debentures or Common Stock, Warrants or Warrant Shares, or the consummation of any other transaction contemplated hereby, except the filing with the SEC and certain other states of a Form D Notice of Sale of Securities.D.
(g) There is no action, proceeding or investigation pending, or to the Seller's knowledge, threatened, against the Seller which might result, either individually or in the aggregate, in any material adverse change in the business, prospects, conditions, affairs or operations of the Seller. The Seller is not a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit proceeding or investigation by the Seller currently pending or which the Seller intends to initiate. The SEC has not issued any order suspending trading in the Seller's Common Stock and the Seller is not under investigation by the SEC or the National Association of Securities Dealers, and there are no proceedings pending or threatened before either regulatory body.
(h) There are no other material outstanding debt or equity securities presently convertible into Common Stock.
(i) The Seller has not sold any securities within the 12 month period prior to the date the Common Stock was first offered in reliance on any exemption under Section 3(b) of the 1933 Act, Regulation D or its rules or in violation of Section 5(a) of the 1933 Act.
(j) The issuance, sale and delivery of the Units and the securities comprising the Units Debentures have been duly authorized by all required corporate action on the part of the Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued, fully paid and non-assessable. The Common Stock issuable upon conversion of the Debentures has been duly and validly reserved for issuance and upon issuance in accordance with the terms of the Debentures, shall be duly and validly issued, fully paid, and non-assessable There are no pre-emptive rights of any shareholder of Seller.
(k) This Agreement has been duly authorized, validly executed and delivered on behalf of Seller and is a valid and binding agreement in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally. The Seller has all requisite right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. All corporate action on the part of the Seller, its directors and shareholders necessary for the authorization, execution, delivery and performance of this Agreement and the Common Stock Debentures has been taken. Upon their issuance to the Buyer, the Common Stock Debentures will be validly issued and non-assessablenonassessable, and will be free of any liens or encumbrances.
(l) Seller acknowledges and agrees that the transactions contemplated by this the Agreement have taken place solely and exclusively within the State of Colorado.
Appears in 1 contract
Samples: Securities Subscription Agreement (Vacation Ownership Marketing Inc)
Seller Representations and Covenants. (a) Seller is a corporation duly organized and validly existing under the laws of the State of Nevada and is in good standing under such laws with its principal executive office located in the State of Ohiolaws. The Seller has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Seller is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Seller. As set forth in Exhibit B, being a copy of the Resolution of the Board of Directors of the Seller, the Seller has the full right, power and authority to enter into this Agreement and to consummate the transaction contemplated herein.
(b) There are 50,000,000 The Seller's capital structure consists of 250,000,000 authorized shares of Seller's Common Stockcommon stock, $.0001 par value $0.0001 per share ("the “Common Stock") authorized and approximately 16,000,000 ”), of which 220,739,928 shares outstanding as of September 26, 2006. All are issued and outstanding.
(c) Seller has outstanding 855,000 warrants to purchase shares of Common Stock have been authorized at $0.10 per share and validly issued and are fully paid and non-assessable. There are no 855,000 warrants to purchase shares of preferred stock outstanding Common Stock at the date of this Agreement. There are 851,320 warrants with a strike price of $.75. The warrants expire in June, 20070.25 per share.
(cd) Seller has outstanding $855,000 principal amount of convertible promissory notes, which are convertible into shares of Common Stock at $0.10 per share and at other prices under certain circumstances.
(e) The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, conflict with, with or result in any violation of, or default (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit, under, under any provision of the Articles of Incorporation, Incorporation (and any amendments thereto), By-Laws, Stockholders Agreements (and any amendments thereto thereto) of the Seller or any material mortgage, indenture, lease or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law ordinance, rule or regulation applicable to the Seller, its properties or assets. There is no action, suit or proceeding pending, or to the knowledge of the Seller, threatened against the Seller, before any court or arbitrator or any government body, agency or official, which would have a material adverse affect effect on Seller=s ’s operations or financial condition.
(df) The Seller is not subject to the reporting requirements of Sections 13 or 15(d) of the Securities and Exchange ActAct and is not an investment company or a developmental stage company that either has no specific business plan or no purpose. The securities that comprise Debentures and Common Stock to be issued upon conversion of the Units Debentures ("Conversion Shares"), when issued, will be issued in compliance with all applicable U.S. federal and state securities laws. The Seller understands and acknowledges that, in certain circumstances, the issuance of the Conversion Shares could dilute the ownership interests of other stockholders of the Seller. The execution and delivery by the Seller of this Agreement and the issuance of the Common Stock Conversion Shares will not contravene or constitute a default under any provision of applicable law or regulation. The Seller is in compliance with and conforms withto all statutes, and will continue to comply with and conform with, all securities laws, state and federal, ordinances, rules, regulations, orders, restrictions and all other legal requirements of any domestic or foreign government or any instrumentality thereof having jurisdiction over the conduct of its businesses or the ownership of its properties, including but not limited to all laws concerning investor relations, public relations, disclosures under the securities laws and broker-dealers statutes and laws.
(eg) There is no material fact known to the Seller that has not been publicly disclosed by the Seller or disclosed in writing to the Buyer which could reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or on in the earnings, business affairs, properties or assets of the Seller, or could reasonably be expected to materially and adversely affect the ability of the Seller to perform its obligations pursuant to this Agreement. The information furnished by the Seller to Buyer for purposes of or in connection with this Agreement Agreement, or any transaction contemplated hereby hereby, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading.
(fh) No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Seller is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Common Stock, Warrants Debentures or Warrant the Conversion Shares, or the consummation of any other transaction contemplated hereby, except the filing with the SEC and certain other states of a Form D Notice of Sale of Securities.D.
(gi) There is no action, proceeding or investigation pending, or to the Seller's knowledge, threatened, against the Seller which might result, either individually or in the aggregate, in any material adverse change in the business, prospects, conditions, affairs or operations of the Seller. The Seller is not a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit suit, proceeding or investigation by the Seller currently pending or which the Seller intends to initiate. The SEC has not issued any order suspending trading in the Seller's Common Stock and the Seller is not under investigation by the SEC or the National Association of Securities Dealers, and there are no proceedings pending or threatened before either regulatory body.
(hj) There are no other material outstanding debt or equity The Seller has not sold any securities presently convertible into Common Stock.within the 12 month period prior to the date hereof in violation of Section 5 of the Securities Act;
(jk) The issuance, sale and delivery of the Units and the securities comprising the Units Debentures have been duly authorized by all required corporate action on the part of the Seller. Prior to the purchase of any Debenture, certificates representing the Conversion Shares in an amount equal to the lesser of (i) 9.99% of the outstanding Conversion Shares or (ii) no less than four (4) times the number of Conversion Shares into which such Debenture is convertible, will be delivered to Xxxxxx X. Xxxxxxxxx, as escrow agent (the “Escrow Agent”), under an Escrow Agreement being executed by the parties and the Escrow Agent simultaneously with issuance of each Debenture. In addition, prior to the purchase of any Debenture, the Company will (i) cause its transfer agent to reserve for issuance to the Escrow Agent such number of Conversion Shares as shall cause the aggregate number of Conversion Shares held by the Escrow Agent and reserved for issuance to the Escrow Agent by its transfer agent to equal no less than four (4) times the number of Conversion Shares into which such Debenture is convertible, and when issued(ii) instruct its transfer agent promptly to issue to the Escrow Agent such number of Conversion Shares as shall cause the Escrow Agent to hold the lesser of 9.99% of the outstanding Conversion Shares or such number of Conversion Shares as shall be equal to no less than four (4) times the number of Conversion Shares into which such Debenture is convertible. The Conversion Shares, sold and delivered upon issuance in accordance with the terms hereof and thereof for of the consideration expressed herein and thereinDebentures, will shall be duly and validly issued, fully paid paid, and non-assessable. There are no pre-emptive rights of any shareholder of Seller.
(kl) This Agreement has been duly authorized, validly executed and delivered on behalf of Seller and is a valid and binding agreement in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally. The Seller has all requisite right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. All corporate action on the part of the Seller, its directors and shareholders necessary for the authorization, execution, delivery and performance of this Agreement and the Common Stock Debentures has been taken. Upon their issuance to the Buyer, the Common Stock Debentures and Conversion Shares (when issued) will be validly issued and non-assessablenonassessable, and will be free of any liens or encumbrances.
(m) Seller acknowledges and agrees that the transactions contemplated by this Agreement have taken place solely and exclusively within the State of Wisconsin.
(n) Seller has provided to Buyer true copies of the Form D in the form and content which the Seller will file with the SEC.
(o) Seller has made information about the Seller publicly available in compliance with all federal and state securities laws, rules and regulations and self-regulatory bodies including but not limited to the N.A.S.D.
(p) Seller will take such actions as are necessary to assure that no shares of preferred stock are converted into Common Stock and that no shares of preferred stock are redeemed for so long as any Debenture is outstanding.
(q) Seller’s obligations hereunder and under all Debentures will be secured by a lien on all of its assets.
Appears in 1 contract
Samples: Securities Sale Agreement (American Scientific Resources Inc)
Seller Representations and Covenants. (a) Seller is a corporation duly organized and validly existing under the laws of the State of Nevada Nevada, and is in good standing under such laws with its principal executive office located in the State of Ohiolaws. The Seller has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Seller is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify quality would not have a material adverse effect on the Seller.
(b) There are 50,000,000 20,000,000 shares of Seller's Common Stockcommon stock, $.0001 no par value per share ("Common StockCOMMON STOCK") ), authorized and approximately 16,000,000 shares outstanding 8,000,000 as of September 26August 31, 20061999 outstanding. The Common Stock is quoted on National Association of Securities Dealers OTC Electronic Bulletin Board under the symbol "PFSD". All issued and outstanding shares of Common Stock have been authorized and validly issued and are fully paid and non-assessable. There are no shares of preferred stock outstanding at the date of this Agreement. There are 851,320 warrants with a strike price of $.75. The warrants expire in June, 2007.
(c) The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit, under, any provision of the Articles of Incorporationincorporation, and any amendments thereto, By-Laws, Stockholders Agreements and any amendments thereto of the Seller or any material mortgage, indenture, lease or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law ordinance, rule or regulation applicable to the Seller, its properties or assets. There is no action, suit or proceeding pending, or to the knowledge of the Seller, threatened against the Seller, before any court or arbitrator or any government body, agency or official, which would have a material adverse affect on Seller=s 's operations or financial condition.
(d) The Seller is not subject to the reporting requirements of Sections 13 or 15(d) of the Securities and Exchange Act, is not an investment company or a developmental stage company that either has no specific business plan or purpose. The securities that comprise the Units Shares when issued, will be issued in compliance with all applicable U.S. federal and state securities laws. The Seller understands and acknowledges that, in certain, circumstances, the issuance of the Shares could dilute the ownership interests of other stockholders of the Seller. The execution and delivery by the Seller of this Agreement and the issuance of the Common Stock Debentures will not contravene or constitute a default under any provision of applicable law or regulation. The Seller is in compliance with and conforms withto all statutes, and will continue to comply with and conform with, all securities laws, state and federal, ordinances, rules, regulations, orders, restrictions and all other legal requirements of any domestic or foreign government or any instrumentality thereof having jurisdiction over the conduct of its businesses or the ownership of its properties, including but not limited to all laws concerning investor relations, public relations, disclosures under the securities laws and broker-dealers statutes and laws.
(e) There is no material fact known to the Seller that has not been publicly disclosed by the Seller or disclosed in writing to the Buyer which could reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or on in the earnings, business affairs, properties or assets of the Seller, or could reasonably be expected to materially and adversely affect the ability of the Seller to perform its obligations pursuant to this Agreement. The information furnished by the Seller to Buyer for purposes of or in connection with this Agreement or any transaction contemplated hereby hereby, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading.
(f) No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Seller is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Debentures or Common Stock, Warrants or Warrant Shares, or the consummation of any other transaction contemplated hereby, except the filing with the SEC and certain other states of a Form D Notice of Sale of Securities.D.
(g) There is no action, proceeding or investigation pending, or to the Seller's knowledge, threatened, against the Seller which might result, result either individually or in the aggregate, in any material adverse change in the business, prospects, conditions, affairs or operations of the Seller. The Seller is not a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit proceeding or investigation by the Seller currently pending or which the Seller intends to initiate. The SEC has not issued any order suspending trading in the Seller's Common Stock and the Seller is not under investigation by the SEC or the National Association of Securities Dealers, and there are no proceedings pending or threatened before either regulatory body.
(h) There are no other material outstanding debt or equity securities presently convertible into Common StockStock other than the Debentures.
(i) The Seller has not sold any securities within the 12 month period prior to this Agreement in reliance on any exemption under Section 3(b) of the 1933 Act, Regulation D or its rules or in violation of Section 5(a) of the 1933 Act except for offerings of securities which do not aggregate more than $300,000.
(j) The issuance, sale and delivery of the Units and the securities comprising the Units Debentures have been duly authorized by all required corporate action on the part of the Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued, fully paid and non-assessable. The Common Stock issuable upon conversion of the Debenture has been duly and validly reserved for issuance and upon issuance in accordance with the terms of the Debentures, shall be duly and validly issued, fully paid, and non-assessable. There are no pre-emptive rights of any shareholder of Seller.
(k) This Agreement has been duly authorized, validly executed and delivered on behalf of Seller and is a valid and binding agreement in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally. The Seller has all requisite right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. All corporate action on the part of the Seller, its directors and shareholders necessary for the authorization, execution, delivery and performance of this Agreement and the Common Stock Debentures has been taken. Upon their issuance to the BuyerBuyer and delivery to the Escrow Agent, as defined in and pursuant to the Escrow Agreement, the Common Stock Debentures will be validly issued and non-assessablenonassessable, and will be free of any liens or encumbrances.
(l) Setter acknowledges and agrees that the transactions contemplated by this the Agreement have taken place solely and exclusively within the State of Colorado.
Appears in 1 contract
Samples: Securities Subscription Agreement (Pacific Sands Inc)
Seller Representations and Covenants. (a) Seller is a corporation duly organized and validly existing under the laws of the State of Nevada and is in good standing under such laws with its principal executive office located in the State of Ohio. The Seller has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Seller is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Seller.
(b) There are 50,000,000 shares of Seller's Common Stock, $.0001 par value per share ("Common Stock") authorized and approximately 16,000,000 shares outstanding as of September 26__________, 2006. All issued and outstanding shares of Common Stock have been authorized and validly issued and are fully paid and non-assessable. There are no shares of preferred stock outstanding at the date of this Agreement. There are 851,320 warrants with a strike price of $.75. The warrants expire in June, 2007.
(c) The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit, under, any provision of the Articles of Incorporation, and any amendments thereto, By-Laws, Stockholders Agreements and any amendments thereto of the Seller or any material mortgage, indenture, lease or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law ordinance, rule or regulation applicable to the Seller, its properties or assets. There is no action, suit or proceeding pending, or to the knowledge of the Seller, threatened against the Seller, before any court or arbitrator or any government body, agency or official, which would have a material adverse affect on Seller=s operations or financial condition.
(d) The Seller is subject to the reporting requirements of Sections 13 or 15(d) of the Securities and Exchange Act. The securities that comprise the Units when issued, will be issued in compliance with all applicable U.S. federal and state securities laws. The execution and delivery by the Seller of this Agreement and the issuance of the Common Stock will not contravene or constitute a default under any provision of applicable law or regulation. The Seller is in compliance with and conforms with, and will continue to comply with and conform with, all securities laws, state and federal, ordinances, rules, regulations, orders, restrictions and all other legal requirements of any domestic or foreign government or any instrumentality thereof having jurisdiction over the conduct of its businesses or the ownership of its properties, including but not limited to all laws concerning investor relations, public relations, disclosures under the securities laws and broker-dealers statutes and laws.
(e) There is no material fact known to the Seller that has not been publicly disclosed by the Seller or disclosed in writing to the Buyer which could reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or on the earnings, business affairs, properties or assets of the Seller, or could reasonably be expected to materially and adversely affect the ability of the Seller to perform its obligations pursuant to this Agreement. The information furnished by the Seller to Buyer for purposes of or in connection with this Agreement or any transaction contemplated hereby does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading.
(f) No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Seller is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Common Stock, Warrants or Warrant Shares, or the consummation of any other transaction contemplated hereby, except the filing with the SEC and certain other states of a Form D Notice of Sale of Securities.
(g) There is no action, proceeding or investigation pending, or to the Seller's knowledge, threatened, against the Seller which might result, either individually or in the aggregate, in any material adverse change in the business, prospects, conditions, affairs or operations of the Seller. The Seller is not a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit proceeding or investigation by the Seller currently pending or which the Seller intends to initiate. The SEC has not issued any order suspending trading in the Seller's Common Stock and the Seller is not under investigation by the SEC or the National Association of Securities Dealers, and there are no proceedings pending or threatened before either regulatory body.
(h) There are no other material outstanding debt or equity securities presently convertible into Common Stock.
(j) The issuance, sale and delivery of the Units and the securities comprising the Units have been duly authorized by all required corporate action on the part of the Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued, fully paid and non-assessable. There are no pre-emptive rights of any shareholder of Seller.
(k) This Agreement has been duly authorized, validly executed and delivered on behalf of Seller and is a valid and binding agreement in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally. The Seller has all requisite right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. All corporate action on the part of the Seller, its directors and shareholders necessary for the authorization, execution, delivery and performance of this Agreement and the Common Stock has been taken. Upon their issuance to the Buyer, the Common Stock will be validly issued and non-assessable, and will be free of any liens or encumbrances.
Appears in 1 contract
Samples: Securities Subscription Agreement (Resolve Staffing Inc)
Seller Representations and Covenants. (a) Seller is a corporation duly organized and validly existing under the laws of the State of Nevada Nevada, and is in good standing under such laws with its principal executive office located in the State of Ohiolaws. The Seller has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Seller is qualified or is in the process of becoming qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Seller.
(b) There are 50,000,000 25,000,000 shares of Seller's Common Stockcommon stock, $.0001 .001 par value per share ("Common Stock") ), authorized and approximately 16,000,000 shares outstanding 16,500,000 as of September 26December 1, 20061999 outstanding. The Common Stock is quoted on National Association of Securities Dealers OTC Electronic Bulletin Board under the symbol "PGPG". All issued and outstanding shares of Common Stock have been authorized and validly issued and are fully paid and non-assessable. There are no shares of preferred stock outstanding at the date of this Agreement. There are 851,320 warrants with a strike price of $.75. The warrants expire in June, 2007.
(c) The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit, under, any provision of the Articles of Incorporation, and any amendments thereto, By-Laws, Stockholders Agreements and any amendments thereto of the Seller or any material mortgage, indenture, lease or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law ordinance, rule or regulation applicable to the Seller, its properties or assets. There is no action, suit or proceeding pending, or to the knowledge of the Seller, threatened against the Seller, before any court or arbitrator or any government body, agency or official, which would have a material adverse affect on Seller=s 's operations or financial condition.
(d) The Seller is not subject to the reporting requirements of Sections 13 or 15(d) of the Securities and Exchange Act, is not an investment company or a developmental stage company that either has no specific business plan or purpose. The securities that comprise Debenture and any shares of Common Stock when issued upon conversion of the Units when issuedDebenture, will be issued in compliance with all applicable U.S. federal and state securities laws. The Seller understands and acknowledges that, in certain, circumstances, the issuance of the shares of Common Stock upon conversion of the Debenture could dilute the ownership interests of other stockholders of the Seller. The execution and delivery by the Seller of this Agreement and the issuance of the any shares of Common Stock upon conversion of the Debenture will not contravene or constitute a default under any provision of applicable law or regulation. The Seller is in material compliance with and materially conforms withto all statues, and will continue to comply with and conform with, all securities laws, state and federal, ordinances, rules, regulations, orders, restrictions and all other legal requirements of any domestic or foreign government or any instrumentality thereof having jurisdiction over the conduct of its businesses or the ownership of its properties, including but not limited to all laws concerning investor relations, public relations, disclosures under the securities laws and broker-dealers statutes and laws.
(e) There is no material fact known to the Seller that has not been publicly disclosed by the Seller or disclosed in writing to the Buyer which could reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or on the earnings, business affairs, properties or assets of the Seller, or could reasonably be expected to materially and adversely affect the ability of the Seller to perform its obligations pursuant to this Agreement. The information furnished by the Seller to Buyer for purposes of or in connection with this Agreement or any transaction contemplated hereby does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading.
(f) No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Seller is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Debenture or Common Stock, Warrants or Warrant Shares, or the consummation of any other transaction contemplated hereby, except the filing with the SEC and certain other states of a Form D Notice of Sale of Securities.D.
(g) There is no action, proceeding or investigation pending, or to the Seller's knowledge, threatened, against the Seller which might result, either individually or in the aggregate, in any material adverse change in the business, prospects, conditions, affairs or operations of the Seller. The Seller is not a party to or subject to the provisions provision of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit proceeding or investigation by the Seller currently pending or which the Seller intends to initiate. The SEC has not issued any order suspending trading in the Seller's Common Stock and the Seller is not under investigation by the SEC or the National Association of Securities Dealers, and there are no proceedings pending or threatened before either regulatory body.
(h) There are no other material outstanding debt or equity securities presently convertible into Common StockStock other than the Debenture which are the subject of this Agreement.
(i) The Seller has not received in excess of $250,000 from the sale of any securities within the 12 month period prior to the date of this Agreement in reliance on any exemption under Section 3(b) of the 1933 Act, Regulation D or its rules or sold any securities in violation of Section 5(a) of the 1933 Act.
(j) The issuance, sale and delivery of the Units and the securities comprising the Units have Debenture has been duly authorized by all required corporate action on the part of the Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued, fully paid and non-assessable. The Common Stock issuable upon conversion of the Debenture has been duly and validly reserved for issuance and upon issuance in accordance with the terms of the Debenture, shall be duly and validly issued, fully paid, and non-assessable. There are no pre-emptive rights of any shareholder of Seller.
(k) This Agreement has been duly authorized, validly executed and delivered on behalf of Seller and is a valid and binding agreement in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally. The Seller has all requisite right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. All corporate action on the part of the Seller, its directors and shareholders necessary for the authorization, execution, delivery and performance of this Agreement and the Common Stock Debenture has been taken. Upon their issuance to the BuyerBuyer and delivery to the Escrow Agent, as defined in and pursuant to the Escrow Agreement, the Common Stock Debenture will be validly issued and non-assessablenonassessable, and will be free of any liens or encumbrances.
(l) Seller acknowledges and agrees that the transactions contemplated by this the Agreement have taken place solely and exclusively with the State of Texas.
Appears in 1 contract
Samples: Securities Subscription Agreement (Browsesafe Com Inc)
Seller Representations and Covenants. (a) Seller is a corporation duly organized and validly existing under the laws of the State of Nevada Florida and is in good standing under such laws with its principal executive office located in the State of OhioFlorida. The Seller has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Seller is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Seller.
(b) There are 50,000,000 10,000,000 shares of Seller's Common Stock, $.0001 .001 par value per share ("Common Stock") authorized and approximately 16,000,000 shares 1,000,000 outstanding as of September 26October 17, 20062001. All issued and outstanding shares of Common Stock have been authorized and validly issued and are fully paid and non-assessable. There are no shares of preferred stock outstanding at the date of this Agreement. There are 851,320 warrants with a strike price of $.75. The warrants expire in June, 2007.
(c) The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit, under, any provision of the Articles of Incorporation, and any amendments thereto, By-Laws, Stockholders Agreements and any amendments thereto of the Seller or any material mortgage, indenture, lease or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law ordinance, rule or regulation applicable to the Seller, its properties or assets. There is no action, suit or proceeding pending, or to the knowledge of the Seller, threatened against the Seller, before any court or arbitrator or any government body, agency or official, which would have a material adverse affect on Seller=s 's operations or financial condition.
(d) The Seller is not subject to the reporting requirements of Sections 13 or 15(d) of the Securities and Exchange Act, is not an investment company or a developmental stage company that either has no specific business plan or no purpose. The securities that comprise the Units Debentures and common stock issued upon conversion ("Shares") when issued, will be issued in compliance with all applicable U.S. federal and state securities laws. The Seller understands and acknowledges that, in certain, circumstances, the issuance of the Shares could dilute the ownership interests of other stockholders of the Seller. The execution and delivery by the Seller of this Agreement and the issuance of the Common Stock Shares will not contravene or constitute a default under any provision of applicable law or regulation. The Seller is in compliance with and conforms withto all statutes, and will continue to comply with and conform with, all securities laws, state and federal, ordinances, rules, regulations, orders, restrictions and all other legal requirements of any domestic or foreign government or any instrumentality thereof having jurisdiction over the conduct of its businesses or the ownership of its properties, including but not limited to all laws concerning investor relations, public relations, disclosures under the securities laws and broker-dealers statutes and laws.
(e) There is no material fact known to the Seller that has not been publicly disclosed by the Seller or disclosed in writing to the Buyer which could reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or on the earnings, business affairs, properties or assets of the Seller, or could reasonably be expected to materially and adversely affect the ability of the Seller to perform its obligations pursuant to this Agreement. The information furnished by the Seller to Buyer for purposes of or in connection with this Agreement or any transaction contemplated hereby does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading.
(f) No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Seller is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Debentures or Common Stock, Warrants or Warrant Shares, or the consummation of any other transaction contemplated hereby, except the filing with the SEC and certain other states the Colorado Division of a Securities of Form D Notice of Sale of Securities.D.
(g) There is no action, proceeding or investigation pending, or to the Seller's knowledge, threatened, against the Seller which might result, either individually or in the aggregate, in any material adverse change in the business, prospects, conditions, affairs or operations of the Seller. The Seller is not a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit proceeding or investigation by the Seller currently pending or which the Seller intends to initiate. The SEC has not issued any order suspending trading in the Seller's Common Stock and the Seller is not under investigation by the SEC or the National Association of Securities Dealers, and there are no proceedings pending or threatened before either regulatory body.
(h) There are no other material outstanding debt or equity securities presently convertible into Common Stock.
(i) The Seller has not sold any securities within the 12 month period prior to the date the Common Stock was first offered in reliance on any exemption under Section 3(b) of the 1933 Act, Regulation D or its rules or in violation of Section 5(a) of the 1933 Act.
(j) The issuance, sale and delivery of the Units and the securities comprising the Units Debentures have been duly authorized by all required corporate action on the part of the Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued, fully paid and non-assessable. The Common Stock issuable upon conversion of the Debentures has been duly and validly reserved for issuance and upon issuance in accordance with the terms of the Debentures, shall be duly and validly issued, fully paid, and non-assessable. There are no pre-emptive rights of any shareholder of Seller.
(k) This Agreement has been duly authorized, validly executed and delivered on behalf of Seller and is a valid and binding agreement in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally. The Seller has all requisite right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. All corporate action on the part of the Seller, its directors and shareholders necessary for the authorization, execution, delivery and performance of this Agreement and the Common Stock Debentures has been taken. Upon their issuance to the Buyer, the Common Stock Debentures will be validly issued and non-assessablenonassessable, and will be free of any liens or encumbrances.
(l) Seller acknowledges and agrees that the transactions contemplated by this the Agreement have taken place solely and exclusively within the State of Colorado.
Appears in 1 contract
Samples: Securities Subscription Agreement (National Residential Properties Nv Inc)
Seller Representations and Covenants. (a) Seller is a corporation duly organized and validly existing under the laws of the State of Nevada and is in good standing under such laws with its principal executive office located in the State of OhioConnecticut. The Seller has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Seller is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Seller.
(b) There are 50,000,000 20,000,000 shares of Seller's Common Stockcommon stock, $.0001 .001 par value per share ("Common Stock") authorized and approximately 16,000,000 shares 10 outstanding as of September 26April 1, 20062001. All issued and outstanding shares of Common Stock have been authorized and validly issued and are fully paid and non-assessable. There are no shares of preferred stock outstanding at the date of this Agreement. There are 851,320 warrants with a strike price of $.75. The warrants expire in June, 2007.
(c) The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit, under, any provision of the Articles of Incorporation, and any amendments thereto, By-Laws, Stockholders Agreements and any amendments thereto of the Seller or any material mortgage, indenture, lease or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law ordinance, rule or regulation applicable to the Seller, its properties or assets. There is no action, suit or proceeding pending, or to the knowledge of the Seller, threatened against the Seller, before any court or arbitrator or any government body, agency or official, which would have a material adverse affect on Seller=s 's operations or financial condition.
(d) The Seller is not subject to the reporting requirements of Sections 13 or 15(d) of the Securities and Exchange Act, is not an investment company or a developmental stage company that either has no specific business plan or no purpose. The securities that comprise the Units Debentures and common stock issued upon conversion ("Shares") when issued, will be issued in compliance with all applicable U.S. federal and state securities laws. The Seller understands and acknowledges that, in certain, circumstances, the issuance of the Shares could dilute the ownership interests of other stockholders of the Seller. The execution and delivery by the Seller of this Agreement and the issuance of the Common Stock Shares will not contravene or constitute a default under any provision of applicable law or regulation. The Seller is in compliance with and conforms withto all statutes, and will continue to comply with and conform with, all securities laws, state and federal, ordinances, rules, regulations, orders, restrictions and all other legal requirements of any domestic or foreign government or any instrumentality thereof having jurisdiction over the conduct of its businesses or the ownership of its properties, including but not limited to all laws concerning investor relations, public relations, disclosures under the securities laws and broker-dealers statutes and laws.
(e) There is no material fact known to the Seller that has not been publicly disclosed by the Seller or disclosed in writing to the Buyer which could reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or on in the earnings, business affairs, properties or assets of the Seller, or could reasonably be expected to materially and adversely affect the ability of the Seller to perform its obligations pursuant to this Agreement. The information furnished by the Seller to Buyer for purposes of or in connection with this Agreement or any transaction contemplated hereby hereby, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading.
(f) No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Seller is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Debentures or Common Stock, Warrants or Warrant Shares, or the consummation of any other transaction contemplated hereby, except the filing with the SEC and certain other states of a Form D Notice of Sale of Securities.D.
(g) There is no action, proceeding or investigation pending, or to the Seller's knowledge, threatened, against the Seller which might result, either individually or in the aggregate, in any material adverse change in the business, prospects, conditions, affairs or operations of the Seller. The Seller is not a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit proceeding or investigation by the Seller currently pending or which the Seller intends to initiate. The SEC has not issued any order suspending trading in the Seller's Common Stock and the Seller is not under investigation by the SEC or the National Association of Securities Dealers, and there are no proceedings pending or threatened before either regulatory body.
(h) There are no other material outstanding debt or equity securities presently convertible into Common Stock.
(i) The Seller has not sold any securities within the 12 month period prior to the date the Common Stock was first offered in reliance on any exemption under Section 3(b) of the 1933 Act, Regulation D or its rules or in violation of Section 5(a) of the 1933 Act.
(j) The issuance, sale and delivery of the Units and the securities comprising the Units Debentures have been duly authorized by all required corporate action on the part of the Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued, fully paid and non-assessable. The Common Stock issuable upon conversion of the Debentures has been duly and validly reserved for issuance and upon issuance in accordance with the terms of the Debentures, shall be duly and validly issued, fully paid, and non-assessable There are no pre-emptive rights of any shareholder of Seller.
(k) This Agreement has been duly authorized, validly executed and delivered on behalf of Seller and is a valid and binding agreement in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally. The Seller has all requisite right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. All corporate action on the part of the Seller, its directors and shareholders necessary for the authorization, execution, delivery and performance of this Agreement and the Common Stock Debentures has been taken. Upon their issuance to the Buyer, the Common Stock Debentures will be validly issued and non-assessablenonassessable, and will be free of any liens or encumbrances.
(l) Seller acknowledges and agrees that the transactions contemplated by this the Agreement have taken place solely and exclusively within the State of Colorado.
Appears in 1 contract
Samples: Securities Subscription Agreement (National Residential Properties Nv Inc)
Seller Representations and Covenants. (a) Seller is a corporation duly organized and validly existing under the laws of the State of Nevada Colorado, and is in good standing under such laws with its principal executive office located in the State of Ohiolaws. The Seller has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Seller is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Seller.
(b) There are 50,000,000 shares of Seller's Common Stockcommon stock, $.0001 0.001 par value per share ("Common Stock") ), authorized and approximately 16,000,000 shares outstanding 35,932,581 as of September 26July 23, 20061999 outstanding. The Common Stock is quoted on National Association of Securities Dealers OTC Electronic Bulletin Board under the symbol"XXXX" All issued and outstanding shares of Common Stock have been authorized and validly issued and are fully paid and non-assessable. There are no shares of preferred stock outstanding at the date of this Agreement. There are 851,320 warrants with a strike price of $.75. The warrants expire in June, 2007.
(c) The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit, under, any provision of the Articles of Incorporation, and any amendments thereto, By-Laws, Stockholders Agreements and any amendments thereto of the Seller or any material mortgage, indenture, lease or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law ordinance, rule or regulation applicable to the Seller, its properties or assets. There is no action, suit or proceeding pending, or to the knowledge of the Seller, threatened against the Seller, before any court or arbitrator or any government body, agency or official, which would have a material adverse affect on Seller=s 's operations or financial condition.
(d) The Seller is not subject to the reporting requirements of Sections 13 or 15(d) of the Securities and Exchange Act, is not an investment company or a developmental stage company that either has no specific business plan or purpose. The securities that comprise the Units Debentures and Common Stock when issued, will be issued in compliance with all applicable U.S. federal and state securities laws. The Seller understands and acknowledges that, in certain, circumstances, the issuance of the Shares could dilute the ownership interests of other stockholders of the Seller. The execution and delivery by the Seller of this Agreement and the issuance of the Debentures and Common Stock will not contravene or constitute a default under any provision of applicable law or regulation. The Seller is in compliance with and conforms withto all statutes, and will continue to comply with and conform with, all securities laws, state and federal, ordinances, rules, regulations, orders, restrictions and all other legal requirements of any domestic or foreign government or any instrumentality thereof having jurisdiction over the conduct of its businesses or the ownership of its properties, including but not limited to all laws concerning investor relations, public relations, disclosures under the securities laws and broker-dealers statutes and laws.
(e) There is no material fact known to the Seller that has not been publicly disclosed by the Seller or disclosed in writing to the Buyer which could reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or on in the earnings, business affairs, properties or assets of the Seller, or could reasonably be expected to materially and adversely affect the ability of the Seller to perform its obligations pursuant to this Agreement. The information furnished by the Seller to Buyer for purposes of or in connection with this Agreement or any transaction contemplated hereby hereby, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading.
(f) No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Seller is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the debentures or Common Stock, Warrants or Warrant Shares, or the consummation of any other transaction contemplated hereby, except the filing with the SEC and certain other states of a Form D Notice of Sale of Securities.D.
(g) There is no action, proceeding or investigation pending, or to the Seller's knowledge, threatened, against the Seller which might result, either individually or in the aggregate, in any material adverse change in the business, prospects, conditions, affairs or operations of the Seller. The Seller is not a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit proceeding or investigation by the Seller currently pending or which the Seller intends to initiate. The SEC has not issued any order suspending trading in the Seller's Common Stock and the Seller is not under investigation by the SEC or the National Association of Securities Dealers, and there are no proceedings pending or threatened before either regulatory body.
(h) There are no other material outstanding debt or equity securities presently convertible into Common StockStock other than the Debentures and warrants or commitments to acquire approximately 18,000,000 shares.
(i) The Seller has not sold more than $926,000 worth of securities within the 12 month period prior to the date the Common Stock was first offered in reliance on any exemption under Section 3(b) of the 1933 Act, Regulation D or its rules or in violation of Section 5(a) of the 1933 Act.
(j) The issuance, sale and delivery of the Units and the securities comprising the Units Debentures have been duly authorized by all required corporate action on the part of the Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued, fully paid and non-assessable. The Common Stock issuable upon conversion of the Debenture has been duly and validly reserved for issuance and upon issuance in accordance with the terms of the Debentures, shall be duly and validly issued, fully paid, and non-assessable There are no pre-emptive rights of any shareholder of Seller.
(k) This Agreement has been duly authorized, validly executed and delivered on behalf of Seller and is a valid and binding agreement in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally. The Seller has all requisite right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. All corporate action on the part of the Seller, its directors and shareholders necessary for the authorization, execution, delivery and performance of this Agreement and the Common Stock Debentures has been taken. Upon their issuance to the BuyerBuyer and delivery to the Escrow Agent, as defined in and pursuant to the Escrow Agreement, the Common Stock Debentures will be validly issued and non-assessablenonassessable, and will be free of any liens or encumbrances.
(l) Seller acknowledges and agrees that the transactions contemplated by this the Agreement have taken place solely and exclusively within the State of Colorado.
Appears in 1 contract
Samples: Securities Subscription Agreement (Lakota Technologies Inc)
Seller Representations and Covenants. (a) Seller is a corporation duly organized and validly existing under the laws of the State of Nevada and is in good standing under such laws with its principal executive office located in the State of OhioNevada. The Seller has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Seller is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Seller.
(b) There are 50,000,000 10,000,000 shares of Seller's Common Stockcommon stock, $.0001 .001 par value per share ("Common Stock") ), authorized and approximately 16,000,000 shares 10 outstanding as of September 2622, 20062000. All issued and outstanding shares of Common Stock have been authorized and validly issued and are fully paid and non-assessable. There are no shares of preferred stock outstanding at the date of this Agreement. There are 851,320 warrants with a strike price of $.75. The warrants expire in June, 2007.
(c) The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit, under, any provision of the Articles of Incorporation, and any amendments thereto, By-Laws, Stockholders Agreements and any amendments thereto of the Seller or any material mortgage, indenture, lease or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law ordinance, rule or regulation applicable to the Seller, its properties or assets. There is no action, suit or proceeding pending, or to the knowledge of the Seller, threatened against the Seller, before any court or arbitrator or any government body, agency or official, which would have a material adverse affect on Seller=s 's operations or financial condition.
(d) The Seller is not subject to the reporting requirements of Sections 13 or 15(d) of the Securities and Exchange Act, is not an investment company or a developmental stage company that either has no specific business plan or no purpose. The securities that comprise the Units Debentures and common stock issued upon conversion ("Shares") when issued, will be issued in compliance with all applicable U.S. federal and state securities laws. The Seller understands and acknowledges that, in certain, circumstances, the issuance of the Shares could dilute the ownership interests of other stockholders of the Seller. The execution and delivery by the Seller of this Agreement and the issuance of the Common Stock Shares will not contravene or constitute a default under any provision of applicable law or regulation. The Seller is in compliance with and conforms withto all statutes, and will continue to comply with and conform with, all securities laws, state and federal, ordinances, rules, regulations, orders, restrictions and all other legal requirements of any domestic or foreign government or any instrumentality thereof having jurisdiction over the conduct of its businesses or the ownership of its properties, including but not limited to all laws concerning investor relations, public relations, disclosures under the securities laws and broker-dealers statutes and laws.
(e) There is no material fact known to the Seller that has not been publicly disclosed by the Seller or disclosed in writing to the Buyer which could reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or on in the earnings, business affairs, properties or assets of the Seller, or could reasonably be expected to materially and adversely affect the ability of the Seller to perform its obligations pursuant to this Agreement. The information furnished by the Seller to Buyer for purposes of or in connection with this Agreement or any transaction contemplated hereby hereby, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading.
(f) No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Seller is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Debentures or Common Stock, Warrants or Warrant Shares, or the consummation of any other transaction contemplated hereby, except the filing with the SEC and certain other states of a Form D Notice of Sale of Securities.D.
(g) There is no action, proceeding or investigation pending, or to the Seller's knowledge, threatened, against the Seller which might result, either individually or in the aggregate, in any material adverse change in the business, prospects, conditions, affairs or operations of the Seller. The Seller is not a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit proceeding or investigation by the Seller currently pending or which the Seller intends to initiate. The SEC has not issued any order suspending trading in the Seller's Common Stock and the Seller is not under investigation by the SEC or the National Association of Securities Dealers, and there are no proceedings pending or threatened before either regulatory body.
(h) There are no other material outstanding debt or equity securities presently convertible into Common Stock.
(i) The Seller has not sold any securities within the 12 month period prior to the date the Common Stock was first offered in reliance on any exemption under Section 3(b) of the 1933 Act, Regulation D or its rules or in violation of Section 5(a) of the 1933 Act.
(j) The issuance, sale and delivery of the Units and the securities comprising the Units Debentures have been duly authorized by all required corporate action on the part of the Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued, fully paid and non-assessable. The Common Stock issuable upon conversion of the Debentures has been duly and validly reserved for issuance and upon issuance in accordance with the terms of the Debentures, shall be duly and validly issued, fully paid, and non-assessable There are no pre-emptive rights of any shareholder of Seller.
(k) This Agreement has been duly authorized, validly executed and delivered on behalf of Seller and is a valid and binding agreement in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally. The Seller has all requisite right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. All corporate action on the part of the Seller, its directors and shareholders necessary for the authorization, execution, delivery and performance of this Agreement and the Common Stock Debentures has been taken. Upon their issuance to the Buyer, the Common Stock Debentures will be validly issued and non-assessablenonassessable, and will be free of any liens or encumbrances.
(l) Seller acknowledges and agrees that the transactions contemplated by this the Agreement have taken place solely and exclusively within the State of Colorado.
Appears in 1 contract
Samples: Securities Subscription Agreement (National Residential Properties Nv Inc)
