Shareholder Certificate. Each of the Company Shareholders shall ----------------------- have executed and delivered to Parent a Shareholder Certificate in the form attached hereto as Exhibit E. ---------
Shareholder Certificate. Shareholder agrees to execute and deliver a certificate containing such representations as are reasonably necessary and customary for tax counsel to Parent on the one hand, and Company on the other hand, to render an opinion to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986 and that no gain or loss will be recognized by the shareholders of Company to the extent they receive Parent Common Stock solely in exchange for shares of Company Common Stock, such certificate to be in the form attached hereto as Exhibit C.
Shareholder Certificate. This Certificate is for use by each of the Selling Shareholder who is not a U.S. Person, as such term is defined in Regulation S of the Securities Act, that is acquiring common shares in the capital of Tamm Oil and Gas Corp. (the “Company”). The purpose of this Certificate is to assure the Company that each Selling Shareholder who is a non U.S. Person will meet the standards imposed by the Securities Act and the appropriate exemptions of applicable state securities laws. The Company will rely on the information contained in this Certificate for the purposes of such determination. The undersigned Selling Shareholder hereby agrees, acknowledges, represents and warrants that:
Shareholder Certificate. The Vendor agrees to abide by all applicable resale restrictions and hold periods imposed by all applicable securities legislation. The share certificate(s) representing the Consideration Shares issued and allotted on Completion will be endorsed with the following legend pursuant to the Securities Act in order to reflect the fact that the Consideration Shares will be issued and allotted to the Vendor pursuant to such safe harbor provisions relating to the prospectus and registration requirements of the Securities Act: “THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE CONFIRMED BY AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER AND ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE SECURITIES ACT.”
Shareholder Certificate. Each of the Principal Shareholders shall, not later than the Effective Time, have executed and delivered to Parent the Shareholder Certificate in the form attached hereto as EXHIBIT A.
Shareholder Certificate. Each Shareholder shall have executed ----------------------- and delivered to Parent a Shareholder Certificate.
Shareholder Certificate. Parent shall have received from each holder of Company Capital Stock a complete and executed Shareholder Certificate substantially in the form attached hereto as Exhibit D.
Shareholder Certificate. The Company shall deliver or cause to be delivered to Parent, prior to the Closing Date, an executed Shareholder Certificate in substantially the form attached hereto as Exhibit C (the “Shareholder Certificate”) from each Shareholder; provided, however, the Company shall deliver or cause to be delivered to Parent an executed Shareholder Certificate from each Shareholder listed on Schedule 5.7(c) hereto immediately following execution of this Agreement.
Shareholder Certificate. Each holder of record of Company ----------------------- Capital Stock as of immediately before the Effective Time shall have executed a certificate in the form set forth as Exhibit C hereto and such Certificates shall be in full force and effect.
Shareholder Certificate. Each shareholder of EVG shall execute ------------------------ and deliver to PhotoLoft a certificate substantially in the form attached as Exhibit 5.10 (the "Shareholder Certificate") and PhotoLoft will be relying upon the representations made by each shareholder of EVG in the applicable Shareholder Certificate in connection with the issuance of PhotoLoft Stock to such shareholder. The shares of PhotoLoft Stock so issued pursuant to Section 2.1 will not be registered under the Act and will constitute "restricted securities" within the meaning of the Act, and the certificates representing the shares of PhotoLoft Stock shall bear appropriate legends to identify such privately placed shares as being restricted under the Act, to comply with applicable state securities laws and, if applicable, to notice the restrictions on transfer of such shares.
