Warranties, representations and covenants by the Purchaser. In order ----------------------------------------------------------- to induce the Vendor and the Company to enter into and consummate this Agreement, the Purchaser hereby warrants to, represents to and covenants with each of the Vendor and the Company, with the intent that each of the Vendor and the Company will rely thereon in entering into this Agreement and in concluding the transactions contemplated herein, that, to the best of the knowledge, information and belief of the Purchaser, after having made due inquiry: Corporate Status of the Purchaser --------------------------------- (a) the Purchaser is a company with limited liability duly and properly incorporated, organized and validly subsisting under the laws of the Country of Antigua being the only jurisdiction where it is required to be registered for the purpose of enabling it to carry on its business and own its property as presently carried on and owned; (b) the Purchaser has good and sufficient power, authority and right to own or lease its property, to enter into this Agreement and to perform its obligations hereunder; Authorization ------------- (c) this Agreement has been duly authorized, executed and delivered by the Purchaser and is a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser, as the case may be, by the Vendor and/or the Company in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction; Share Capital ------------- (d) the authorized capital of the Purchaser consists of 100,000,000 shares of common stock of which 27,091,033 shares of common stock of the Purchaser have been duly issued and are outstanding as fully paid and non-assessable, and 50,000,000 shares of preferred stock of which no shares of preferred stock are issued and outstanding; (e) all of the issued and outstanding shares of the Purchaser are listed and posted for trading on the Exchange; (f) the Purchaser will allot and issue the Common Shares on the Closing Date in accordance with sections "2.2" and "
Appears in 1 contract
Warranties, representations and covenants by the Purchaser. In order ----------------------------------------------------------- to ---------------------------------------------------------- induce the Vendor and the Company Vendors to enter into and consummate this Agreement, the Purchaser hereby warrants to, represents to and covenants with each of the Vendor and the CompanyVendors, with the intent that each of the Vendor and the Company Vendors will rely thereon in entering into this Agreement and in concluding the transactions contemplated herein, that, to the best of the knowledge, information and belief of the Purchaser, after having made due inquiry: Corporate Status of the Purchaser ---------------------------------
(a) the Purchaser is a company with limited liability duly and properly incorporated, organized and validly subsisting under the laws of the Country of Antigua being the only jurisdiction where it is required to be registered for the purpose of enabling it to carry on its business and own its property as presently carried on and owned;
(b) the Purchaser has good and sufficient power, authority and right to own or lease its property, to enter into this Agreement and to perform its obligations hereunder; Authorization -------------
(c) this Agreement has been duly authorized, executed and delivered by the Purchaser and is a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser, as the case may be, by the Vendor and/or the Company Vendors in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction; Share Capital -------------and Full Disclosure ---------------
(d) the authorized capital Purchaser has no information or knowledge of any fact not communicated to the Vendors and relating to the Purchaser consists of 100,000,000 shares of common stock of which 27,091,033 shares of common stock of or to the Purchaser have been duly issued and are outstanding as fully paid and non-assessablePurchaser's business or to its ability to make payments which, and 50,000,000 shares of preferred stock of which no shares of preferred stock are issued and outstanding;
(e) all of if known to the issued and outstanding shares of Vendors, might reasonably be expected to deter the Purchaser are listed and posted for trading on Vendors from entering into this Agreement or from completing the Exchange;
(f) the Purchaser will allot and issue the Common Shares on the Closing Date in accordance with sections "2.2" and "transactions contemplated by this Agreement.
Appears in 1 contract
Warranties, representations and covenants by the Purchaser. In order ----------------------------------------------------------- to ------------------------------------------------------------- induce the Vendor and the Company to enter into and consummate this Agreement, the Purchaser hereby warrants to, represents to and covenants with each of the Vendor and the Company, with the intent that each of the Vendor and the Company will rely thereon in entering into this Agreement and in concluding the transactions contemplated herein, that, to the best of the knowledge, information and belief of the Purchaser, after having made due inquiry: Corporate Status of the Purchaser ---------------------------------
(a) the Purchaser is a company with limited liability duly and properly incorporated, organized and validly subsisting under the laws of the Country of Antigua being the only jurisdiction where it is required to be registered for the purpose of enabling it to carry on its business and own its property as presently carried on and owned;
(b) the Purchaser has good and sufficient power, authority and right to own or lease its property, to enter into this Agreement and to perform its obligations hereunder; Authorization -------------
(c) this Agreement has been duly authorized, executed and delivered by the Purchaser and is a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser, as the case may be, by the Vendor and/or the Company in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction; Share Capital -------------
(d) the authorized capital of the Purchaser consists of 100,000,000 shares of common stock of which 27,091,033 shares of common stock of the Purchaser have been duly issued and are outstanding as fully paid and non-assessable, and 50,000,000 shares of preferred stock of which no shares of preferred stock are issued and outstanding;
(e) all of the issued and outstanding shares of the Purchaser are listed and posted for trading on the Exchange;
(f) the Purchaser will allot and issue the Common Shares on the Closing Date in accordance with sections "2.2" and "
Appears in 1 contract
Warranties, representations and covenants by the Purchaser. In order ----------------------------------------------------------- to induce the Vendor Vendors and the Company to enter into and consummate this Agreement, the Purchaser hereby warrants to, represents to and covenants with each of the Vendor Vendors and the Company, with the intent that each of the Vendor Vendors and the Company will rely thereon in entering into this Agreement and in concluding the transactions contemplated herein, that, to the best of the knowledge, information and belief of the Purchaser, after having made due inquiry: Corporate Status of the Purchaser ---------------------------------
(a) the Purchaser is a company with limited liability duly and properly incorporated, organized and validly subsisting under the laws of the Country State of Antigua Nevada being the only jurisdiction where it is required to be registered for the purpose of enabling it to carry on its business and own its property as presently carried on and owned;
; (b) the Purchaser has good and sufficient power, authority and right to own or lease its property, to enter into this Agreement and to perform its obligations hereunder; Authorization -------------
(c) this Agreement has been duly authorized, executed and delivered by the Purchaser and is a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser, as the case may be, by the Vendor Vendors and/or the Company in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction; Share Capital -------------
(d) the authorized capital of the Purchaser consists of 100,000,000 500,000,000 shares of common stock of which 27,091,033 61,056,375 shares of common stock of the Purchaser have been duly issued and are outstanding as fully paid and non-assessable, and 50,000,000 shares of preferred stock of which no shares of preferred stock are issued and outstanding;
; (e) all of the issued and outstanding shares of the Purchaser are listed and posted for trading on the Exchange;
; (f) the Purchaser will allot and issue the Common Shares on the Closing Date in accordance with sections "“2.2" ” and "“2.3” hereinabove as fully paid and non-assessable in the capital of the Purchaser, free and clear of all actual or threatened liens, charges, security interests, options, encumbrances, voting agreements, voting trusts, demands, limitations and restrictions of any nature whatsoever, other than hold periods or other restrictions imposed under applicable securities legislation or by securities regulatory authorities Options (g) no person has any agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, including convertible securities, warrants or convertible obligations of any nature, for the purchase, subscription, allotment or issuance of any unissued shares or other securities of the Purchaser except for 4,280,000 stock options exercisable at prices ranging from US$2.40 to US$3.05 per share which have been granted to directors, officers, employees and consultants of the Purchaser; Directors and Officers (h) the present directors and officers of the Purchaser are as follows: Name Position Xxxxxxxx Xxxx President, CEO and Director Xxxxx Xxxx CFO and Director Reg Xxxxxxxx Secretary and Director Xxxxxx Xxxx Director Xxxxx Xxxxxxx Director
(i) the Purchaser has no information or knowledge of any fact not communicated to the Vendors and the Company and relating to the Purchaser or to the Purchaser’s business or to its issued and outstanding securities which, if known to the Vendors and/or the Company, might reasonably be expected to deter the Vendors and/or the Company from entering into this Agreement or from completing the transactions contemplated by this Agreement.
Appears in 1 contract
Warranties, representations and covenants by the Purchaser. In order ----------------------------------------------------------- to ------------------------------------------------------------ induce the Vendor and the Company Vendors to enter into and consummate this Agreement, the Purchaser hereby warrants to, represents to and covenants with each of the Vendor and the CompanyVendors, with the intent that each of the Vendor and the Company Vendors will rely thereon in entering into this Agreement and in concluding the transactions contemplated herein, that, to the best of the knowledge, information and belief of the Purchaser, after having made due inquiry: Corporate Status of the Purchaser ---------------------------------
(a) the Purchaser is a company with limited liability duly and properly incorporated, organized and validly subsisting under the laws of the Country of Antigua being the only jurisdiction where it is required to be registered for the purpose of enabling it to carry on its business and own its property as presently carried on and owned;
(b) the Purchaser has good and sufficient power, authority and right to own or lease its property, to enter into this Agreement and to perform its obligations hereunder; Authorization -------------
(c) this Agreement has been duly authorized, executed and delivered by the Purchaser and is a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser, as the case may be, by the Vendor and/or the Company Vendors in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction; Share Capital -------------and Full Disclosure ---------------
(d) the authorized capital Purchaser has no information or knowledge of any fact not communicated to the Vendors and relating to the Purchaser consists of 100,000,000 shares of common stock of which 27,091,033 shares of common stock of or to the Purchaser have been duly issued and are outstanding as fully paid and non-assessablePurchaser's business or to its ability to make payments which, and 50,000,000 shares of preferred stock of which no shares of preferred stock are issued and outstanding;
(e) all of if known to the issued and outstanding shares of Vendors, might reasonably be expected to deter the Purchaser are listed and posted for trading on Vendors from entering into this Agreement or from completing the Exchange;
(f) the Purchaser will allot and issue the Common Shares on the Closing Date in accordance with sections "2.2" and "transactions contemplated by this Agreement.
Appears in 1 contract
Warranties, representations and covenants by the Purchaser. 6.1 In order ----------------------------------------------------------- to induce each of the Vendor and the Company Vendors to enter into and consummate this Agreement, the Purchaser hereby represents and warrants to, represents to and covenants with each of the Vendor and the Company, with the intent that each of the Vendor and the Company will rely thereon in entering into this Agreement and in concluding the transactions contemplated herein, that, to the best of the knowledge, information and belief of the Purchaser (and for the purposes of the following warranties, representations and covenants "Purchaser" shall mean the Purchaser and any subsidiary of the Purchaser, after having made due inquiry: Corporate Status of if any, as the Purchaser ---------------------------------context so requires):
(a) the Purchaser is a company with limited liability duly and properly incorporated, organized and validly subsisting incorporated under the laws of its jurisdiction of incorporation, is validly existing and is in good standing with respect to all statutory filings required by the Country of Antigua being the only jurisdiction where it is required to be registered for the purpose of enabling it to carry on its business and own its property as presently carried on and ownedapplicable corporate laws;
(b) the Purchaser has good and sufficient the requisite power, authority and right capacity to own or lease and use all of its property, to enter into this Agreement business assets and to perform carry on its obligations hereunder; Authorization -------------business as presently conducted by it;
(c) this Agreement has been duly authorized, executed and delivered by the Purchaser and is constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser, as the case may be, by the Vendor and/or the Company Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws of general application affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction; Share Capital -------------creditors;
(d) the authorized capital of the Purchaser consists of 100,000,000 common shares, with a par value of U.S. $0.001 per common share. All of the outstanding shares of common capital stock of which 27,091,033 shares of common stock or other equity interest of the Purchaser have been are duly issued and are outstanding as authorized, validly issued, fully paid and non-assessable, and 50,000,000 shares of preferred stock of which no shares of preferred stock are issued and outstanding;
(e) all of the issued and outstanding shares of the Purchaser are listed and posted for trading on the ExchangeOTCBB and the Purchaser is in compliance in all material respects with all of its requirements of the OTCBB, the Securities Act, the United States Securities Exchange Act of 1934, as amended (again, the "1934 Act") and any rules and regulations promulgated thereunder by the United States Securities and Exchange Commission (again, the "Commission");
(f) all registration statements, reports and proxy statements filed by the Purchaser with the Commission, and all registration statements, reports and proxy statements required to be filed by the Purchaser with the Commission, will have been filed by the Purchaser under the 1934 Act, will have been filed in all material respects in accordance with the requirements of the 1934 Act and the rules and regulations thereunder and no such registration statements, reports or proxy statements will have contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;
(g) the Purchaser will allot and issue the Common Purchase Price Shares on the Closing Payment Date of the Purchase as fully paid and non-assessable in accordance the capital of the Purchaser free and clear of all Liens, other than hold periods or other restrictions imposed under applicable securities legislation;
(h) except as otherwise provided for herein, the Purchaser has not retained, employed or introduced any broker, finder or other person who would be entitled to a brokerage commission or finder's fee arising out of the transactions contemplated hereby;
(i) no dividend or other distribution by the Purchaser has been made, declared or authorized since its incorporation, nor will any be declared, paid or authorized up to and including Payment Date of the Purchase, and the Purchaser will not commit itself to confer upon, or pay to or to the benefit of, any entity, any benefit having monetary value, any bonus or any salary increases except in the normal course of its business;
(j) except as set forth in the Purchaser's Disclosure Schedule, there are no basis for and there are no actions, suits, judgments, investigations or proceedings outstanding or pending or, to the best of the knowledge, information and belief of the Purchaser, threatened against or affecting the Purchaser at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau or agency;
(k) except as set forth in the Purchaser's Disclosure Schedule, the Purchaser is not in breach of any laws, ordinances, statutes, regulations, by-laws, orders or decrees to which it is subject or which apply to it;
(l) except as set forth in the Purchaser's Disclosure Schedule, the Purchaser will have not experienced, nor will the Purchaser be aware of, any occurrence or event which has had, or might reasonably be expected to have, a materially adverse affect on the Purchaser's business or on the results of its operations;
(m) except as set forth in the Purchaser's Disclosure Schedule, none of directors, officers or employees of the Purchaser prior to Payment are indebted or under obligation to the Purchaser on any account whatsoever;
(n) the shares in the capital of the Purchaser will not be subject to or affected by any actual or, to the best of the knowledge, information and belief of the Purchaser, after making due inquiry, pending or threatened cease trade, compliance or denial of use of exemptions orders of, or action, investigation or proceeding by or before, any securities regulatory authority, court, administrative agency or other tribunal;
(o) the Purchaser understands that all books, records and documents of the Company relating to this investment have been and remain available for inspection by the Purchaser. The Company has offered all information available for the Purchaser for inspection. The Purchaser confirms that all documents requested by the Purchaser have been made available, and that The Purchaser has been supplied with sections all of the additional information concerning this investment that has been requested;
(p) the Purchaser's representatives have had free access which they have used, to discuss the areas described in Schedule "2.2A" with the Company's geologists and understand the geological risks and the legal status of the claiming process for these properties;
(q) if the Company's auditor KPMG Finland approves the Company's Financial Statements for the financial year ending December 31st 2006 without any substantial remarks the Purchaser agrees to discharge the managing director and the board members of the Company from liability;
(r) the Purchaser has had access to all technical information and information about all mineral property interests owned and applied for by the Company and listed in Schedule "A" prior to entering into this agreement. The purchaser and its technical team has had the opportunity to meet and discuss all matters regarding the Company and all technical information and information about all mineral property interests owned and applied for by the Company including but not limited to property information and the status of the reservation and claiming process with the Company's representatives from January 22nd to January 26th 2007 in Vancouver. The Purchaser's technical experts attending have been Xxxxxx Xxxx, Xxxxxx Xxx Xxxxxxx, Xx. Xxxx Xxxxxx and Xxxxxx Xxxxxx;
(s) the Purchaser acknowledges that all non-written information presented by the Vendors and/or the Company is uniform to written material provided by the Vendors and/or the Company;
(t) the Purchaser is familiar with the Finnish mining law and mining act and understands the status of the exploration concessions and exploration concession applications described in Schedule "A" and acknowledges that the Vendors nor the Company give any warranties on the value or economic exploitability of these concessions or concession applications;
(u) the Purchaser has entered into this agreement solely based on its own opinion and judgment, after a careful evaluation of the information mentioned in the previous paragraph;
(v) The Purchaser has such knowledge and experience in financial and business matters that they are capable of an evaluation of the merits and risks of this investment;
(w) The Purchaser is aware that an investment in the Company is highly speculative and subject to substantial risks. The Purchaser is capable of bearing the high degree of economic risk and burdens of the agreement, including, but not limited to, the possibility of a complete loss, the lack of a public market and limited transferability of the Shares;
(x) the Purchaser has conducted, to its satisfaction, an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company and, in making its determination to proceed with the transactions contemplated by this Agreement, the Purchaser has relied on the results of its own independent investigation and verification and the representations and warranties of the Company and the Vendors expressly and specifically set forth in this Agreement. Such representations and warranties by the Company constitute the sole and exclusive representations and warranties of the Company and the Vendors to the Purchaser in connection with the transactions contemplated hereby, and the Purchaser understands, acknowledges and agrees that all other representations and warranties of any kind or nature expressed or implied (including any relating to the future or historical financial condition, results of operations, assets or liabilities of the Company or the quality, quantity or condition of the assets of the Company) are specifically disclaimed by the Company and the Vendors. The Company and the Vendors do not make or provide, and the Purchaser hereby waives, any warranty or representation, express or implied, as to the quality, merchantability, fitness for a particular purpose, conformity to samples, or condition of the Company's assets or any part thereto;
(y) in connection with the Purchaser's investigation of the Company, the Purchaser has received from or on behalf of the Company or the Vendors certain projections and estimates. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that the Purchaser is familiar with such uncertainties, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), and that the Purchaser shall have no claim against the Vendors with respect thereto. Accordingly, neither the Company nor the Vendors make any representations or warranties whatsoever with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts). The Purchaser agrees that none of the Vendors nor any other person will have or be subject to any liability to the Purchaser or any other person resulting from the distribution to the Purchaser, or the Purchaser's use of, any information regarding the Company or its business, and any information, document or material made available to the Purchaser or its affiliates in any "data rooms," management presentations or any other form in expectation of the transactions contemplated by this Agreement;
(z) the Purchaser is not aware of any court order which restricts or prevents the issuance by the Purchaser of any shares from treasury;
(aa) save and except as set forth in the Purchaser's Disclosure Schedule, the Purchaser holds or has applied for all permits, licenses, consents and authorities issuable by any federal, state, regional or municipal government or agency thereof which are necessary or desirable in connection with its operations;
Appears in 1 contract
Warranties, representations and covenants by the Purchaser. In order ----------------------------------------------------------- to induce the Vendor Vendors and the Company to enter into and consummate this Agreement, the Purchaser hereby warrants to, represents to and covenants with each of the Vendor Vendors and the Company, with the intent that each of the Vendor Vendors and the Company will rely thereon in entering into this Agreement and in concluding the transactions contemplated herein, that, to the best of the knowledge, information and belief of the Purchaser, after having made due inquiry: Corporate Status of the Purchaser ---------------------------------
(a) the Purchaser is a company with limited liability duly and properly incorporated, organized and validly subsisting under the laws of the Country State of Antigua Nevada being the only jurisdiction where it is required to be registered for the purpose of enabling it to carry on its business and own its property as presently carried on and owned;
; (b) the Purchaser has good and sufficient power, authority and right to own or lease its property, to enter into this Agreement and to perform its obligations hereunder; Authorization -------------
(c) this Agreement has been duly authorized, executed and delivered by the Purchaser and is a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser, as the case may be, by the Vendor Vendors and/or the Company in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction; Share Capital -------------
(d) the authorized capital of the Purchaser consists of 100,000,000 500,000,000 shares of common stock of which 27,091,033 61,056,375 shares of common stock of the Purchaser have been duly issued and are outstanding as fully paid and non-assessable, and 50,000,000 shares of preferred stock of which no shares of preferred stock are issued and outstanding;
; (e) all of the issued and outstanding shares of the Purchaser are listed and posted for trading on the Exchange;
; (f) the Purchaser will allot and issue the Common Shares on the Closing Date in accordance with sections "“2.2" ” and "“2.3” hereinabove as fully paid and non- assessable in the capital of the Purchaser, free and clear of all actual or threatened liens, charges, security interests, options, encumbrances, voting agreements, voting trusts, demands, limitations and restrictions of any nature whatsoever, other than hold periods or other restrictions imposed under applicable securities legislation or by securities regulatory authorities; Options (g) no person has any agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, including convertible securities, warrants or convertible obligations of any nature, for the purchase, subscription, allotment or issuance of any unissued shares or other securities of the Purchaser except for 4,280,000 stock options exercisable at prices ranging from US$2.40 to US$3.05 per share which have been granted to directors, officers, employees and consultants of the Purchaser; Directors and Officers (h) the present directors and officers of the Purchaser are as follows: Name Position Xxxxxxxx Xxxx President, CEO and Director Xxxxx Xxxx CFO and Director Reg Xxxxxxxx Secretary and Director Xxxxxx Xxxx Director Xxxxx Xxxxxxx Director Full Disclosure (i) the Purchaser has no information or knowledge of any fact not communicated to the Vendors and the Company and relating to the Purchaser or to the Purchaser’s business or to its issued and outstanding securities which, if known to the Vendors and/or the Company, might reasonably be expected to deter the Vendors and/or the Company from entering into this Agreement or from completing the transactions contemplated by this Agreement.
Appears in 1 contract
Warranties, representations and covenants by the Purchaser. In order to ----------------------------------------------------------- to induce the Vendor Vendors and the Company to enter into and consummate this Agreement, the Purchaser hereby warrants to, represents to and covenants with each of the Vendor Vendors and the Company, with the intent that each of the Vendor Vendors and the Company will rely thereon in entering into this Agreement and in concluding the transactions contemplated herein, that, to the best of the knowledge, information and belief of the Purchaser, after having made due inquiry: Corporate Status of the Purchaser ---------------------------------
(a) the Purchaser is a company with limited liability duly and properly incorporated, organized and validly subsisting under the laws of the Country State of Antigua Nevada being the only jurisdiction where it is required to be registered for the purpose of enabling it to carry on its business and own its property as presently carried on and owned;
(b) the Purchaser has good and sufficient power, authority and right to own or lease its property, to enter into this Agreement and to perform its obligations hereunder; Authorization -------------
(c) this Agreement has been duly authorized, executed and delivered by the Purchaser and is a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser, as the case may be, by the Vendor Vendors and/or the Company in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction; Share Capital -------------
(d) the authorized capital of the Purchaser consists of 100,000,000 500,000,000 shares of common stock of which 27,091,033 61,056,375 shares of common stock of the Purchaser have been duly issued and are outstanding as fully paid and non-assessable, and 50,000,000 shares of preferred stock of which no shares of preferred stock are issued and outstanding;
(e) all of the issued and outstanding shares of the Purchaser are listed and posted for trading on the Exchange;
(f) the Purchaser will allot and issue the Common Shares on the Closing Date in accordance with sections "2.2" and "
Appears in 1 contract
