Examples of Avatech Common Stock in a sentence
The Sellers agree to comply with any and all Federal and state securities laws in connection with any resale of shares of the Avatech Common Stock acquired pursuant to this Agreement.
The Sellers represent that they have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of an investment in Purchaser and of making an informed investment decision, and that they understand the risks of, and other investment considerations relating to, the acquisition of the Avatech Common Stock pursuant to the terms and conditions of the Purchase.
The Sellers represent that they are acquiring the shares of Avatech Common Stock for investment, and not with a view to redistribution, and that the Sellers are not participating, directly or indirectly, in any such undertaking or in the underwriting of any such undertaking.
Purchaser shall file with the Securities and Exchange Commission, a registration statement (the “Registration Statement”) on the appropriate registration statement form, or an amendment to an existing registration statement, to effect a registration of the Avatech Common Stock to be received by Sellers within thirty (30) days of the Closing Date, and to use its reasonable best efforts to cause such Registration Statement to become effective under the 1933 Act.
Until such time as the registration of the Membership Interest Consideration is completed, the Avatech Common Stock which each Seller will receive pursuant to the Purchase may be required to be held for a period of not less than one year following the Effective Date, unless registered under the 1933 Act or the State Acts, or unless an exemption from such registration is available, in which case a Seller may still be limited in the number of shares that may be sold.
Sellers shall further acknowledge that Purchaser’s issuance of Avatech Common Stock is made in reliance upon an exemption from registration under the 1933 Act, which exemption is in part premised upon representations made by each Seller herein.
Until such time as the registration of the Stock Consideration is completed, the Avatech Common Stock which each Seller will receive pursuant to the Purchase may be required to be held for a period of not less than one year following the Effective Date, unless registered under the 1933 Act or the State Acts, or unless an exemption from such registration is available, in which case a Seller may still be limited in the number of shares that may be sold.
Sellers shall further acknowledge that Purchaser’s issuance of Avatech Common Stock is made in reliance upon an exemption from registration under the 1933 Act, which exemption is in part premised upon representations made by each Seller in the Investment Letter, and each Seller shall review and truthfully and accurately complete and execute an Investment Letter and deliver same to Purchaser at or before the Closing.
Any Escrowed Shares so surrendered shall be canceled and shall constitute authorized but unissued shares of Avatech Common Stock.
The authorized shares of Avatech Preferred Stock are classified as (i) 1,297,537 shares of Series D Preferred Stock, of which 1,089,213 shares are outstanding and, as of the date hereof, are convertible into 2,180,244 shares of Avatech Stock, (ii) 1,200 shares of Series E Preferred Stock, of which 937 shares are outstanding and, as of the date hereof, are convertible into 1,441,539 shares of Avatech Common Stock, and (iii) 5,500 shares of Series F Preferred Stock, of which no shares are outstanding.