The Purchased Shares. The purchased Shares upon issuance: (i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject only to restrictions upon transfer under the 1933 Act and any applicable state securities laws; (ii) have been, or will be, duly and validly authorized and on the date of issuance of the Shares, the Shares will be duly and validly issued, fully paid and nonassessable or if resold in a transaction registered pursuant to the 1933 Act and pursuant to an effective registration statement or exempt from registration will be free trading, unrestricted and unlegended; (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 or rights to acquire securities of the Company; and (iv) will not subject the holders thereof to personal liability by reason of being such holders.
Appears in 2 contracts
Samples: Subscription Agreement (Upay), Subscription Agreement (Winha International Group LTD)
The Purchased Shares. The purchased Purchased Shares upon issuance:
(i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject only to restrictions upon transfer under the 1933 Act and any applicable state securities laws;
(ii) have been, or will be, duly and validly authorized and on the date of issuance of the Purchased Shares, the Purchased Shares will be duly and validly issued, fully paid and nonassessable or if resold in a transaction registered pursuant to the 1933 Act and resold pursuant to an effective registration statement or exempt from registration will be free trading, unrestricted and unlegended;
(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 or rights to acquire securities of the Company; and
(iv) will not subject the holders thereof to personal liability by reason of being such holders.
Appears in 1 contract
Samples: Subscription Agreement (CHINA INFRASTRUCTURE CONSTRUCTION Corp)
The Purchased Shares. The purchased Purchased Shares upon issuance:
(i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject only to restrictions upon transfer under the 1933 Securities Act and any applicable state securities laws;
(ii) have been, or will be, duly and validly authorized and on the date of issuance of the Purchased Shares, the Purchased Shares will be duly and validly issued, fully paid and nonassessable or if resold in a transaction registered pursuant to the 1933 Securities Act and pursuant to an effective registration statement or exempt from registration will be free trading, unrestricted and unlegended;
(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 or rights to acquire securities of the Company; and
(iv) will not subject the holders thereof to personal liability by reason of being such holders.
Appears in 1 contract
Samples: Subscription Agreement (GSP-2, Inc.)