The Issuance of New Shares. UpSnap and the Duratech Shareholders understand and agree that the consummation of this Agreement, including the issuance of the New Shares to the Duratech Shareholders, as contemplated hereby, constitutes the offer and sale of securities under the Securities Act and applicable state securities statutes. UpSnap and the Duratech Shareholders agree that such transactions shall be consummated in reliance on exemptions from the registration requirements of the Securities Act, including the exemption from registration provided under Regulation S promulgated thereunder. Such exemption is based on the following representations, warranties and covenants made by the Duratech Shareholders.
Appears in 4 contracts
Samples: Share Exchange Agreement (UpSnap, Inc.), Share Exchange Agreement (UpSnap, Inc.), Share Exchange Agreement (UpSnap, Inc.)
