Convertible Preferred Shares. “CPS”). The Series A Preferred issued to Purchaser hereunder at Closing will, upon issuance, be validly issued, fully paid and non-assessable, free and clear of liens and restrictions. Assuming the truth and accuracy of the representations and warranties in Article III below, the issuance of the Shares hereunder will be exempt from registration under the Securities Act of 1933, as amended (the “Act”), and any applicable state securities laws.
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Sources: Stock Purchase Agreement (Touchpoint Group Holdings Inc.), Stock Purchase Agreement (Touchpoint Group Holdings Inc.)
Convertible Preferred Shares. “CPS”). The Series A Preferred shares to be transferred and issued to Purchaser hereunder Purchaserhereunder at Closing will, upon issuance, be validly issued, fully paid and non-assessable, free and clear of liens and restrictions. Assuming the truth and accuracy of the representations and warranties in Article III belowIIIbelow, the issuance of the Shares hereunder will be exempt from registration under the Securities Act of 1933, as amended (the “Act”), and any applicable state securities laws.
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