WRT Shareholder definition
Examples of WRT Shareholder in a sentence
Each WRT Shareholder shall have delivered to Spacial one or more certificates representing the shares of WRT Stock to be exchanged for Spacial Common Stock.
Such WRT Shareholder understands that the issuance by Spacial of the Spacial Common Stock hereunder has not been registered under the Securities Act by reason of its contemplated issuance in a transaction exempt from the registration and prospectus delivery requirements of the Act and that the reliance of Spacial on such exemption from registration is predicated in part on the representations and warranties of the WRT Shareholders set forth herein.
Such WRT Shareholder understands that the terms hereof may apply to the WRT Shareholders' heirs and assigns whether permitted or otherwise.
Such WRT Shareholder recognizes that the acquisition of Spacial Common Stock pursuant to this Agreement involves substantial risks, including loss of the entire amount of such investment.
Each WRT Shareholder acknowledges that no representations or warranties of any type or description have been made to it by any person with regard to Spacial, WRT, or their respective businesses, properties or prospects or the investment contemplated herein, other than the representations and warranties set forth by Spacial or WRT herein.
Based upon such WRT Shareholder's actual knowledge without having conducted an independent inquiry, such WRT Shareholder has no reason to believe that the representations and warranties of WRT contained in Section 3.1 hereof are not materially true and correct and has no knowledge of any material fact, condition or information not disclosed herein that has adversely affected or may adversely affect the business of WRT or would otherwise result in a WRT Material Adverse Effect.
No consent, approval, authorization or order of, or filing or registration with, any court or governmental agency or body having jurisdiction over such WRT Shareholder or the property or assets of such WRT Shareholder is required for the execution, delivery and performance of this Agreement by such WRT Shareholder and the consummation by such WRT Shareholder of the transactions contemplated hereby.
Upon the terms and subject to the conditions set forth in this Agreement, at the Closing provided for in Section 1.2 hereof, each WRT Shareholder shall sell, assign, transfer, convey and deliver to Spacial, and Spacial shall purchase, all right, title and interest in and to all of such WRT Shareholder's shares of WRT Stock, free and clear of all liens, security interests, charges, encumbrances and rights of others.
Such WRT Shareholder has full right, power and authority to enter into this Agreement.
Such WRT Shareholder, with the exception of the Trust, is an Accredited Investor, as defined under Rule 501 of Regulation D of the Securities Act.