Special Covenants and Representations Regarding the Pangea Common Shares to be Issued in the Exchange. The consummation of this Agreement, including the issuance of the Transaction Shares to the Shareholders of Mass as contemplated hereby, constitutes the offer and sale of securities under the Securities Act, and applicable state statutes. Such transaction shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, inter alia, upon the circumstances under which the Mass Shareholders acquire such securities.
Special Covenants and Representations Regarding the Top 10 Common Shares to be Issued in the Exchange. The consummation of this Agreement, including the issuance of the Suffield and Common Shares to the Shareholders of Top 10 as contemplated hereby, constitutes the offer and sale of securities under the Securities Act, and applicable state statutes. Such transaction shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, inter alia, upon the circumstances under which the Top 10 Shareholders acquire such securities.
Special Covenants and Representations Regarding the Holdings Common Shares to be Issued in the Exchange. The consummation of this Agreement, including the issuance of the Holdings Common Shares to the Interest Holders of King Capital as contemplated hereby, constitutes the offer and sale of securities under the Securities Act, and applicable state statutes. Such transaction shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, inter alia, upon the circumstances under which the King Capital Interest Holders acquire such securities.
Special Covenants and Representations Regarding the FAMS Common Shares to be Issued in the Exchange. The consummation of this Agreement, including the issuance of the TIDALWAVE Common Shares to the Shareholders of FAMS as contemplated hereby, constitutes the offer and sale of securities under the Securities Act, and applicable state statutes. Such transaction is represented by TIDALWAVE to be and shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, inter alia, upon the circumstances under which the FAMS Shareholders acquire such securities.
Special Covenants and Representations Regarding the Holdings Common Shares to be Issued in the Exchange. The consummation of this Agreement, including the issuance of the Holdings Common Shares to the Shareholders of Travel Hunt as contemplatex xxreby, constitutes the offer and sale of securities under the Securities Act, and applicable state statutes. Such transaction shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, inter alia, upon the circumstances under which the Travel Hunt Shareholders axxxxre such securities.
Special Covenants and Representations Regarding the WiseDriver Common Shares to be Issued in the Exchange. The consummation of this Agreement, including the issuance of the WiseDriver Common Shares to Berger as contemplated herebx, xxxstitutes the offer and sale of securities under the Securities Act, and applicable state statutes. Such transaction shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, inter alia, upon the circumstances under which Berger acquires such securitxxx.
Special Covenants and Representations Regarding the eTwine Holdings Common Shares to be Issued in the Exchange. The consummation of this Agreement, including the issuance of the eTwine Holdings Common Shares to the Shareholders of eTwine as contemplated hereby, constitutes the offer and sale of securities under the Securities Act, and applicable state statutes. Such transaction shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, inter alia, upon the circumstances under which the eTwine Shareholders acquire such securities.
Special Covenants and Representations Regarding the ePunk shares of common stock to be Issued in the Exchange. The consummation of this Agreement, including the issuance of the ePunk shares of common stock to the shareholders of Punk Industries as contemplated hereby, constitutes the offer and sale of securities under the Securities Act, and applicable state statutes. Such transaction shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, inter alia, upon the circumstances under which the Punk Industries Shareholders acquire such securities.
Special Covenants and Representations Regarding the Championlyte Common Shares to be Issued in the Exchange. The consummation of this Agreement, including the issuance of the Championlyte Common Shares to the Shareholders of Cargo Connection and Mid-Coast as contemplated hereby, constitutes the offer and sale of securities under the Securities Act, and applicable state statutes. Such transaction shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, inter alia, upon the circumstances under which the Cargo Connection and Mid-Coast Shareholders acquire such securities.
Special Covenants and Representations Regarding the Royal Common Shares to be Issued in the Exchange. The consummation of this Agreement, including the issuance of the Royal Common Shares to the stockholders of LLI as contemplated hereby, constitutes the offer and sale of securities under the Securities Act, and applicable state statutes. Such transaction shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, inter alia, upon the circumstances under which the LLI stockholders acquire such securities. In connection with reliance upon exemptions from the registration and prospectus delivery requirements for such transactions, at the Closing, LLI shall cause to be delivered, and the LLI stockholders shall deliver to Royal, the investment letters referenced in Section 3.1.
