Stockholder Representations and Warranties. The Stockholder represents and warrants as follows: (a) The Stockholder is authorized to enter into this Agreement and to consummate the Share Exchange. (b) The Stockholder has not given anything nor will give anything in exchange for the Series A Preferred Stock and the Series B Preferred Stock other than the Shares. (c) The Stockholder is exchanging the Shares for the Series A Preferred Stock and the Series B Preferred Stock for its own account, for investment purposes only and not with a view towards the public sale or distribution thereof. (d) No commission or other remuneration has been paid or given directly or indirectly to the Stockholder for the solicitation of the Share Exchange. (e) The Stockholder understands that (i) the Series A Preferred Stock and the Series B Preferred Stock have not been registered under the Securities Act and that no public market exists for such shares; (ii) the shares of Series A Preferred Stock and the Series B Preferred Stock are "restricted securities" under the Securities Act; and (ii) the Stockholder may dispose of such securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom, or to take action so as to permit sales pursuant to the Securities Act,
Appears in 3 contracts
Samples: Share Exchange Agreement (Sirrus Corp.), Share Exchange Agreement, Share Exchange Agreement
Stockholder Representations and Warranties. The Stockholder represents and warrants as follows:
(a) The Stockholder is authorized to enter into this Agreement and to consummate the Share Exchange.
(b) The Stockholder has not given anything nor will give anything in exchange for the Series A Preferred Stock and the Series B Preferred Stock other than the Shareshis Shares of Common Stock.
(c) The Stockholder is exchanging the his Shares of Common Stock for the Series A Preferred Stock and the Series B Preferred Stock for its his own account, account for investment purposes only and not with a view towards the public sale or distribution thereof and not with a view to or for sale in connection with any distribution thereof.
(d) No commission or other remuneration has been paid or given directly or indirectly to the Stockholder for the solicitation of the Share Exchange.
(e) The Stockholder understands that (i) the Series A Preferred Stock and the Series B Preferred Stock have not been registered under the Securities Act and that no public market exists for such shares; (ii) the shares of Series A Preferred Stock and the Series B Preferred Stock are "restricted securities" under the Securities Act; and (ii) the Stockholder may dispose of such securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom, or to take action so as to permit sales pursuant to the Securities Act,
Appears in 1 contract
Samples: Share Exchange Agreement (Biotech Products Services & Research, Inc.)