The Exchange Shares. The Exchange Shares will not be registered under the Securities Act, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) Chantal receives an opinion of counsel for the stockholder, reasonably satisfactory to counsel for Chantal, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the number of Exchange Shares for which the CSI Shares shall have been issued pursuant to this Agreement shall contain a legend substantially as follows: "THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR CHANTAL SKIN CARE CORPORATION RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CHANTAL SKIN CARE CORPORATION THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE."
The Exchange Shares. At the Coniston Closing Date, the Exchange Shares will have been duly authorized, validly issued and be fully paid and non-assessable. At the Coniston Closing Date, the Exchange Shares (a) will not be subject to any Liens, claims, charges, mortgages, security interests, pledges, reversions or other property interests and (b) will not be subject to, and Arsenal will not be party to or otherwise bound by, any options, voting proxies, other voting arrangements, arrangements to sell, assign or transfer, preemptive, subscription, call, put or other similar rights relating to the Exchange Shares that purport to (i) prohibit Arsenal from transferring the Exchange Shares to Kapiti and ACTS as contemplated by this Agreement or (ii) affect the Exchange Shares or Kapiti or ACTS after such transfer. Upon delivery of the Exchange Shares in exchange for the Newco Shares on the Coniston Closing Date, Kapiti and ACTS will acquire good, valid and marketable title to all of the Exchange Shares, which will be fully paid, nonassessable and free and clear of all Liens, other than any Liens or restrictions imposed on the Exchange Shares solely by virtue of applicable securities laws.
The Exchange Shares. When issued by Buyer to Seller in accordance with the terms of this Agreement, the Exchange Shares will be (a) issued free and clear of all Liens except (i) those imposed by applicable securities Laws, (ii) the rights of Buyer and the other Buyer Indemnified Parties under this Agreement (including under ☒ARTICLE VI), and (iii) those incurred by Seller or its Affiliates and (b) validly and duly issued and fully paid and non-assessable. All consents, approvals or authorizations of any of Buyer’s existing shareholders or creditors or the SEC, that are required to be obtained by Buyer in connection with the issuance of the Exchange Shares to Seller hereunder have been obtained.
The Exchange Shares. At the Closing, the Exchange Shares to be issued and delivered to the Exchanging Shareholders hereunder will when so issued and delivered in accordance with the terms of this Agreement and 3Pea's Articles of Incorporation, as amended and currently in effect, constitute valid and legally issued shares of 3Pea Common Stock fully paid and nonassessable and free and clear of all pledges, liens and encumbrances. The Exchange Shares are not subject to preemptive or other rights of any stockholders of 3Pea..
The Exchange Shares. When issued to the Initial Stockholder in connection with the New Equity Investment, the Initial Stockholder will have good and valid title to, and will be the sole legal and beneficial owner of, the Initial Stockholder Exchange Shares, free and clear of any Encumbrances. Assuming the Exchanger has the requisite power and authority to be the lawful owner of the Initial Stockholder Exchange Shares, upon delivery to the Exchanger at the Closing of certificates representing the Initial Stockholder Exchange Shares, duly endorsed by the Initial Stockholder for transfer to the Exchanger, good and valid title to the Initial Stockholder Exchange Shares will pass to Exchanger, free and clear of any Encumbrances, other than those arising from acts of the Exchanger or its Affiliates. Other than the Existing Stockholders Agreement, the Exchange Shares are not subject to any voting trust agreement or other contract or arrangement to which WRC or the Initial Stockholder (or any of its Affiliates) is a party, or by which any of them are otherwise bound, restricting or otherwise relating to the voting, dividend rights or disposition of such Exchange Shares.
The Exchange Shares. In order to induce Xxxxxxx to enter into this Agreement and engage in the Debt Equity Exchange, the Company represents and warrants to Xxxxxxx that the Exchange Shares upon issuance:
(i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer under the 1933 Act and State securities laws;
(ii) have been, or will be, duly and validly authorized and on the date of issuance, fully paid and nonassessable and if registered pursuant to the 1933 Act and resold pursuant to an effective registration statement will be free trading and unrestricted;
(iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company;
(iv) will not subject the holders thereof to personal liability by reason of being such holders; and
(v) assuming the representations and warranties of Xxxxxxx as set forth in Section 3 of this Agreement are true and correct, will not result in a violation of Section 5 under the 1933 Act.
The Exchange Shares. Wolf and AISystems understand and agree that the consummation of this Agreement including the issuance of the Exchange Shares to the AISystems Shareholders in exchange for the AISystems Stock as contemplated hereby constitutes the offer and sale of securities under the Securities Act and applicable state statutes. Wolf and AISystems agree that such transactions shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes, which depend, among other items, on the circumstances under which such securities are acquired.
(a) In connection with the transaction contemplated by this Agreement, Wolf and AISystems shall each file, with the assistance of the other and their respective legal counsel, such notices, applications, reports, or other instruments as may be deemed by them to be necessary or appropriate in an effort to document reliance on such exemptions, and the appropriate regulatory authority in the states where the shareholders of AISystems reside unless an exemption requiring no filing is available in such jurisdictions, all to the extent and in the manner as may be deemed by such parties to be appropriate.
(b) The AISystems Shareholders acknowledges that the basis for relying on exemptions from registration or qualifications are factual, depending on the conduct of the various parties, and that no legal opinion or other assurance will be required or given to the effect that the transactions contemplated hereby are in fact exempt from registration or qualification.
The Exchange Shares. On the Closing Date, the Exchange Shares will have been duly authorized by the Company and, when the Exchange Shares have been delivered and paid for in accordance with the Registration Rights Agreement, will be validly issued, fully paid and nonassessable; the Exchange Shares will conform to the descriptions thereof contained in the Pricing Disclosure Package and the Offering Memorandum; and the stockholders of the Company have no statutory preemptive rights with respect to the Exchange Shares.
The Exchange Shares. The Exchange Shares will not have been registered pursuant to the Securities Act of 1933, as amended, as of the Closing Date, and, therefore, under current interpretations and applicable rules, such shares will be required to be retained for a period of twelve (12) months.
The Exchange Shares. The Exchange Shares to be acquired by the NewCo Stockholders under this Agreement will not be registered under the Securities Act, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until: (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) Neonode receives an opinion of counsel for the transferring stockholder, reasonably satisfactory to counsel for Neonode, that an exemption from the registration requirements of the Securities Act is available.
