The Shares and Warrants. The Securities upon issuance:
The Shares and Warrants. 1.1-1 Spirit Bear, Xxxx, Knoll, Brown, and Xxxxxxx represent that each has no ownership or other interest in any equity of HPEV, directly or indirectly, other than as enumerated in Section 1.0 of this Agreement, as of the Effective Date. The summary in Table 1.1-1 and Table 1.2-1 of this Agreement is an accurate tabulation by each (of Spirit Bear, Xxxx, Knoll, Brown, and Xxxxxxx) of its total interest in HPEV (such preferred shares, common shares, warrants, and common shares derivable pursuant to the exercise of such warrants, being referred to collectively hereinafter as the “Shares”), with which summary HPEV agrees for purposes of this Agreement. Table 1.1-1 Common Shares Spirit Bear - Preferred as if converted 7,000,000 Spirit Bear - Common Shares 500,000 Xxxxxxx Xxxx Common Shares 216,018 Xxxxxxx Xxxxxxx Common Shares 190,871 Xxxxxx Xxxxx 81,055 Xxxxxx Xxxxx 40,441 Total: 8,028,385
The Shares and Warrants. The Shares and Warrants as well as the shares of common stock usable upon their conversion are duly and validly authorized, and when issued will be fully paid and nonassessable.
The Shares and Warrants. The Company has authorized the issuance and sale to Buyers of the Shares and the Warrants.
The Shares and Warrants. The Shares are duly and validly authorized, and when issued in accordance with the terms of this Agreement will be fully paid and nonassessable. The Warrants are legal, valid and binding obligations of the Company, enforceable against it in accordance with their respective terms
The Shares and Warrants. The Shares to be issued and sold by the Company to the Underwriters hereunder has been duly and validly authorized and, when issued and delivered against payment therefor as provided herein, will be duly and validly issued, fully paid, nonassessable and free of any preemptive or other similar rights, and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights. The Warrants have been duly authorized by the Company and, when executed and delivered by the Company, will be valid and binding agreements of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles; the Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Warrants; the Warrant Shares, when issued and delivered upon exercise of the Warrants in accordance therewith, will be duly and validly issued, fully paid, nonassessable and free of any preemptive or other similar rights, and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the Warrant Shares is not subject to any preemptive or similar rights.
