Shares of Purchaser. Each share of common stock, par value $0.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Company.
Shares of Purchaser. All of the Exchangeable Shares of Purchaser to be delivered to the Vendors at Closing will be, when delivered, duly authorized, validly issued, fully paid and nonassessable.
Shares of Purchaser. At the Closing, Purchaser shall allot and issue to the Seller FIVE HUNDRED THOUSAND (500,000) Common Shares (the "Shares") out of the capital of the Purchaser. It is agreed and understood between the parties that the present value of the Shares is TWO DOLLARS ($2) per share and has a current value of ONE MILLION DOLLARS ($1,000,000.00). The parties agree that there shall be no adjustment of the Purchase Price hereafter should there be any change in value of the Shares. 2.2 Transfer of Shares of Enhanced Service Providers, LLC. At the Closing, Purchaser shall deliver all documentation required to assign and transfer all of the shares held by Purchaser in the capital of Enhanced Service Providers, LLC (the "ESP Shares") to the Seller. SECTION 3.
Shares of Purchaser. Seller (i) has been provided with an opportunity to ask questions of and receive answers from Purchaser, or its representatives, concerning the operations, business and financial condition of Purchaser, and all such questions have been answered to Seller's full satisfaction and any information necessary to verify such responses has been made available to it; (ii) has received such documents, materials and information as Seller deems necessary or appropriate for evaluation of the Shares, and further confirms that Seller has fully read and understands these materials and has made such further investigation as Seller deems appropriate to obtain additional information to verify the accuracy of such materials; (iii) confirms that the Shares were not offered to it by means of general solicitation or general advertising; (iv) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Shares; (v) is acquiring the Shares for its own account, for investment purposes only, and not with a view toward sale or the distribution thereof, in whole or in part; (vi) understands that the Shares have not been registered under the securities laws of any state or under the Securities Act of 1933, as amended, and are offered in reliance on exemptions therefrom, and that the Shares have not been approved or disapproved by the Securities and Exchange Commission or any other federal or state agency; and (vii) understands that there are restrictions on the transferability of the Shares and that it may not be possible for Seller to sell or otherwise transfer the Shares and accordingly, that the Seller may have to hold the Shares and bear the economic risks of the investment for an extended period of time.
Shares of Purchaser. Each Share of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully-paid and non-assessable share of common stock, no par value, of the Surviving Corporation.
Shares of Purchaser the 4,991,002 common shares in the capital stock of the Purchaser issued to the Vendor pursuant to Section 2.2 have been validly created, allotted and issued as fully-paid and non- assessable shares, are registered in the name of Vendor, and are free and clear of all Encumbrances; and
Shares of Purchaser. The Vendor does not own, directly or indirectly, any common shares in the capital of the Purchaser.
