Securities Issued Sample Clauses
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Securities Issued. 12.1 The Lenders each represent and warrant to, and covenants and agrees with the Borrower that:
(a) each Lender makes the Loan to the Borrower and acquires the Loan, the Conversion right and the Warrants in reliance upon the Exemption from registration provided by Section 506 of Regulation D of the Securities Act or as an offshore investor under Regulation S;
(b) each Lender is eligible to make the Loan to the Borrower and acquire the Securities in the Borrower;
(c) each Lender is aware of the significant economic and other risks involved in making the Loan to the Borrower and in acquiring and/or exercising the Conversion right and Warrants;
(d) each Lender has consulted with its own securities advisor as to its eligibility to acquire the Securities under the laws of its home jurisdiction and acknowledges that the Borrower has made no effort and takes no responsibility for the consequences to the Lender as a foreign investor acquiring the Securities;
(e) no governmental agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no governmental agency recommendations or endorsements of the investment made hereunder;
(f) each Lender acknowledges that:
(i) there are substantial restrictions on the sale or transferability of any Securities and the Lender is purchasing unregistered securities;
(ii) although the Borrower’s shares are currently listed for trading on the OTC Bulletin Board, there are substantial risks respecting the trading market;
(iii) there has been no general solicitation by the Borrower respecting the Loan and the Securities; and
(iv) the Lender has made its decision to acquire the Securities based solely on the information filed by the Borrower on ▇▇▇▇▇.
(g) each Lender has received all information and documentation and has asked all questions of Borrower representatives that it or its advisor deems necessary or desirable so that it can make an informed decision regarding the investment made hereunder;
(h) each Lender, alone or with its advisor, has enough knowledge and experience in financial and business matters to make it capable of evaluating the merits and risks of investing in the Borrower.
12.2 Each Lender makes the Loan to the Borrower and acquires the Conversion right as principal for its own account and not for the benefit of any other person.
Securities Issued. For purposes hereof, “Shares” or “Preferred Stock” shall mean shares of Series C Preferred Stock issued hereunder (the terms of which will be set forth in a Certificate of Designations in substantially the form attached hereto as Exhibit A, which Certificate of Designations shall be filed by the Company not later than two Business Days prior to the Closing Date) (the Shares are also sometimes referred to herein as the “Securities”), and the “Applicable Number of Shares” shall mean a number equal to the quotient obtained by dividing (a) Aggregate Purchase Price (expressed in U.S. Dollars) divided by the product of 1.4 multiplied by $0.17771 by (b) 1,000, with the result rounded down to the nearest whole share.
Securities Issued. Upon the terms and subject to the conditions of this Agreement, at the Closing on the Closing Date, Parent shall issue the following securities (collectively, the “Parent Securities”):
(i) 708,485,395 shares of the common stock, par value 0.01 per share (“Parent Common Stock”), of which 278,178,750 shares of Parent Common Stock (the “Holdback Shares”) will be held by Gadsden in a segregated account (the “Gadsden Specified Account”) which shall be subject to release in accordance with Section 5.10 and 430,306,644 shares of Parent Common Stock will not be subject to such Gadsden Specified Account.
(ii) That number of shares of the Parent Series A Stock that is equal to the number of Gadsden Series A Preferred Shares outstanding at the Closing Time, which is expected to be 889,075 shares.
(iii) That number of shares of the Parent Series B Stock that is equal to the number of Gadsden Series B Preferred Shares outstanding at the Closing Time, which is expected to be 11,788,994 shares.
(iv) That number of shares of the Parent Series C Stock that is equal to the number of Gadsden Series C Preferred Shares outstanding at the Closing Time, which is expected to be 2,498,682 shares.
Securities Issued. Upon the terms and subject to the conditions of this Agreement, at the Closing on the Closing Date or such other date as provided in this this Section 1.1(a), Parent shall issue the following securities (collectively, the “Parent Securities”):
(i) to Gadsden, 229,101,205 shares of the common stock, par value 0.01 per share (“Parent Common Stock”), of which 110,477,220 shares of Parent Common Stock (the “Holdback Shares”) will be held by Gadsden in a segregated account (the “Gadsden Specified Account”), which shall be subject to release in accordance with Section 5.10, and 118,623,985 shares of Parent Common Stock will not be subject to such Gadsden Specified Account;
(ii) to Gadsden, 889,075 shares Parent Series A Stock;
(iii) to Gadsden, 6,264,993 shares of Parent Series B Stock;
(iv) to Gadsden, 498,682 shares of Series C Stock;
(v) to FHDC Group, LLC (“FHDC”), 5,432,000 shares of Parent Series B Stock, subject to the requirements of Section 1.1(c); and
(vi) to FHDC, 2,000,000 shares of Parent Series C Stock (together with the 5,432,000 shares of Parent Series B Stock referred to above, the “FHDC Shares”), subject to the requirements of Section 1.1(c).
Securities Issued. 12.1 The Lenders each represent and warrant to, and covenants and agrees with the Borrower that:
(a) each Lender makes the Loan to the Borrower and acquires the Loan, the Conversion right and the Warrants in reliance upon the Exemption from registration provided by Section 506 of Regulation D of the Securities Act or as an offshore investor under Regulation S;
(b) each Lender is eligible to make the Loan to the Borrower and acquire the Securities in the Borrower;
(c) each Lender is aware of the significant economic and other risks involved in making the Loan to the Borrower and in acquiring and/or exercising the Conversion right and Warrants;
(d) each Lender has consulted with its own securities advisor as to its eligibility to acquire the Securities under the laws of its home jurisdiction and acknowledges that the Borrower has made no effort and takes no responsibility for the consequences to the Lender as a foreign investor acquiring the Securities; and
(e) each Lender acknowledges that:
(i) there are substantial restrictions on the sale or transferability of any Securities and the Lender is purchasing unregistered securities;
(ii) although the Borrower’s shares are currently listed, they are not trading on the OTC Bulletin Board and no trading market currently exists;
(iii) there has been no general solicitation by the Borrower respecting the Loan and the Securities; and
(iv) the Lender has made its decision to acquire the Securities based on the information filed by the Borrower on E▇▇▇▇ and provided to the Lenders by Borrower’s management.
12.2 Each Lender makes the Loan to the Borrower and acquires the Conversion right as principal for its own account and not for the benefit of any other person.