STOCK REPRESENTATIONS Sample Clauses

STOCK REPRESENTATIONS. IEC (i) intends to acquire the Convergent Stock pursuant to Section 1 hereof solely for the purpose of investment and not for the resale and distribution thereof, and has no present intention to offer, sell, pledge, hypothecate, assign or otherwise dispose of the same, other than as contemplated by this Agreement; (ii) understands and acknowledges that the issuance of the Convergent Stock will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), the shares of Convergent Stock being acquired pursuant to this Agreement constitute "restricted securities" as that term is defined under Rule 144 promulgated under the Securities Act and may not be sold except pursuant to a registration statement under the Securities Act or pursuant to an exemption available under federal and applicable Securities laws, and such shares may be required to be held indefinitely unless the shares are subsequently registered under the Securities Act or an exemption from such registration is available, (iii) agrees that it will not offer, sell, pledge, hypothecate, transfer, assign or otherwise dispose of any such shares of Convergent Stock unless such shares and such offer, pledge, hypothecation, transfer, assignment or other disposition shall be registered or exempt from registration under the Securities Act and shall comply with all applicable federal and state securities laws, and (iv) agrees and acknowledges that the stock certificates representing the shares of Convergent Stock which will be issued to IEC under this Agreement will contain a legend restricting the transferability of the shares as provided herein and that stop order instructions may be imposed by Convergent's transfer agent restricting the transferability of the shares.
Sample 1See All (8)
AutoNDA by SimpleDocs
STOCK REPRESENTATIONS. GDE agrees to, and does, make the representations and agreements as set forth in Exhibit B, attached hereto and incorporated herein by reference.
Sample 1Sample 2Sample 3
STOCK REPRESENTATIONS. Subject to the rights of the shareholders of iNet under Section 2.4 of this Agreement and as provided in the Shareholder Certificate attached to this Agreement as Exhibit xyz , the shareholders of iNet shall represent as of the Closing Date whether they (i) are not "underwriters" within the meaning of Section 2(11) of the Securities Act; (ii) are either accredited investors within the meaning of Rule 501(a) of Regulation D as promulgated under the Securities Act of 1933, as amended ("Securities Act") or sophisticated investors within the meaning of the judicial and regulatory rulings and interpretations of Section 4(2) of the Securities Act and Rule 506(b)(2)(ii) of Regulation D as promulgated under the Securities Act (or if any such shareholder is not sophisticated he or she is represented by a "purchaser representative" within the meaning set forth in Rule 501(h) of the Securities Act); (iii) agree and acknowledge with regards to any offer or sale of the Peoplesway Common Stock following the Closing Date to (a) comply with Rule 144 and, with Rule 145(d), as shall be applicable, (b) comply with any other exemption from registration under the Securities Act, or (c) offer and sell their shares of Peoplesway Common Stock pursuant to an effective registration statement under the Securities Act; (v) agree that they will not offer, sell, pledge, hypothecate, transfer, assign or otherwise dispose of any such shares of Peoplesway Common Stock unless such offer, pledge, hypothecation, transfer, assignment or other disposition shall comply with either Rule 145 or Rule 144, as the case may be, of the Securities Act or be registered or be exempt from registration under the Securities Act and all applicable federal and state securities laws; and (vi) agree and acknowledge that the stock certificates representing the shares of Peoplesway Common Stock which will be acquired by the shareholders of iNet under this Agreement will contain a legend restricting the transferability of the shares Peoplesway Common Stock as provided herein and that stop order instructions may be imposed by the Purchaser's transfer agent restricting the transferability of such shares. Prior to seeking the approval of its shareholders of this Agreement and the transaction contemplated hereby, iNet shall prepare and deliver to its shareholders a disclosure statement providing the information as required by Section 6.16 of this Agreement. iNet represents that such information concerning iNet shall b...
Sample 1
STOCK REPRESENTATIONS. 47 Sub.............................................................................................................1
Sample 1
STOCK REPRESENTATIONS. Buyer hereby represents and warrants that:
Sample 1
STOCK REPRESENTATIONS. Seller has an authorized capitalization consisting of 275,000,000 shares consisting of 250,000,000 shares of Common Stock having a par value of $0.001 per share, 5,000,000 shares of Class A Common Stock having a par value of $0.001 per share, 10,000,000 shares of Class A Preferred Stock having a par value of $0.001 per share and 10,000,000 shares of Class B Preferred Stock having a par value of $0.001 per share. Currently, _________ shares of the Common Stock are issued and outstanding, _________ shares of the Class A Common Stock are issued and outstanding, _________ shares of the Class A Preferred Stock are issued and outstanding and _________ shares of the Class B Preferred Stock are issued and outstanding. All such outstanding shares have been duly authorized and validly issued and are fully paid and non-assessable. All of the stock to be conveyed to Seller, both now and, if so determined by Seller, in the future shall have been duly authorized and validly issued and are fully paid and non-assessable. Except as may be disclosed within the Disclosure Schedule, there are no outstanding options, warrants, rights, calls, commitments, conversion rights, rights of exchange, plans or other agreements of any character providing for the purchase, issuance or sale of any shares of the capital stock of Buyer, other than as contemplated by this Agreement. Buyer is the lawful owner of all the issued and outstanding shares to be conveyed to Seller pursuant to the terms of this Agreement, free and clear of all liens, encumbrances, restrictions and claims of every kind. The delivery to Seller of the common stock of Buyer, both now and in the future pursuant to the provisions of this Agreement will transfer to Seller valid title thereto, free and clear of all liens, encumbrances, restrictions and claims of every kind.
Sample 1
STOCK REPRESENTATIONS 
Sample 1
AutoNDA by SimpleDocs

Related to STOCK REPRESENTATIONS

  • Investment Representations (i) The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

  • Investment Representations and Warranties The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the 1933 Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

  • Specified Representations Each of the Specified Representations shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the Closing Date, except to the extent expressly made as of an earlier date, in which case such Specified Representations shall have been so true and correct in all material respects (or in all respects if qualified by materiality) on and as of such earlier date.

  • Certain Representations and Warranties Each of the parties hereto represents and warrants to the other that, as of the date hereof; this Agreement has been duly and validly authorized by all necessary action (corporate, limited liability company or otherwise) on the part of such party, has been duly executed and delivered by such party and constitutes the valid and legally binding obligation of such party, enforceable against such party in accordance with its terms and conditions.

  • Certain Representations Borrower represents and warrants that, as of the Effective Date: (a) Borrower has full power and authority to execute the Modification Papers to which it is a party and such Modification Papers constitute the legal, valid and binding obligation of Borrower enforceable in accordance with their terms, except as enforceability may be limited by general principles of equity and applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally; (b) no authorization, approval, consent or other action by, notice to, or filing with, any Governmental Authority or other Person is required for the execution, delivery and performance by Borrower thereof; and (c) no Default has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment. In addition, Borrower represents that after giving effect to the Modification Papers, all representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects (provided that any such representations or warranties that are, by their terms, already qualified by reference to materiality shall be true and correct without regard to such additional materiality qualification) on and as of the Effective Date as if made on and as of such date except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects (or true and correct without regard to such additional materiality qualification, as applicable) as of such earlier date.

  • Investment Representations and Covenants (a) Purchaser is acquiring the Warrants for his, her or its own account, for investment only and not with a view towards, or for resale in connection with, any public sale or distribution thereof. Unless a registration statement is effective at the time of exercise of the Warrants, the Purchaser covenants to acquire the Warrant Shares for his, her or its own account, for investment only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

  • Mutual Representations and Warranties Each Party hereby represents and warrants to the other Party as follows:

  • Company Representations The Company represents and warrants to the Purchaser that:

  • Deemed Representations On any day, as soon as possible and in any event within one (1) Business Day after knowledge thereof, notice of any event or occurrence that would cause any representation made by the Borrower pursuant to Section 3.2(c)(i), (ii) or (iv) to be misleading or untrue in any material respect if made on such day.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!