STOCK REPRESENTATIONS Sample Clauses
STOCK REPRESENTATIONS. Schlepphorst (i) intends to acquire the shares of CCI Stock pursuant to Section 1 hereof solely for the purpose of investment and not for the resale and distribution thereof, and has no present intention to offer, sell, pledge, hypothecate, assign or otherwise dispose of the same; (ii) understands and acknowledges that the sale of such shares of CCI Stock will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), the CCI Stock being acquired pursuant to this Agreement constitute "restricted securities" as that term is defined under Rule 144 promulgated under the Securities Act and may not be sold except pursuant to a registration statement under the Securities Act or pursuant to an exemption available under federal and applicable Securities laws, and such shares may be required to be held indefinitely unless the shares are subsequently registered under the Securities Act or an exemption from such registration is available, (iii) agrees that he will not offer, sell, pledge, hypothecate, transfer, assign or otherwise dispose of any such shares of CCI Stock unless such shares and such offer, pledge, hypothecation, transfer, assignment or other disposition shall be registered or exempt from registration under the Securities Act and shall comply with all applicable federal and state securities laws, and (iv) agrees and acknowledges that the stock certificates representing the shares of CCI Stock which will be acquired by Schlepphorst under this Agreement will contain a legend restricting the transferability of the shares as provided herein and that stop order instructions may be imposed by CCI's transfer agent restricting the transferability of each shares.
STOCK REPRESENTATIONS. GDE agrees to, and does, make the representations and agreements as set forth in Exhibit B, attached hereto and incorporated herein by reference.
STOCK REPRESENTATIONS. Subject to the rights of the Red River Shareholders under Section 9.15, the Red River Shareholders (i) intend to acquire the shares of the Beta Common Stock pursuant to Section 2.1 hereof solely for the purpose of investment and not for the resale and distribution thereof, and has no present intention to offer, sell, , assign or otherwise dispose of the same; (ii) are either accredited investors within the meaning of Rule 501(a) of Regulation D as promulgated under the Securities Act of 1933, as amended ("Securities Act") or sophisticated investors within the meaning of the judicial and regulatory rulings and interpretations of Section 4(2) of the Securities Act and Rule 506(b)(2)(ii) of Regulation D as promulgated under the Securities Act; (iii) will be required in connection with any reoffer or resale of the Beta Common Stock to (a) comply with Rule 144 and, in the case of those Red River Shareholders who are Affiliates of the Company, with Rule 145(d), as shall be applicable, (b) comply with any other exemption from registration under the Securities Act, or (c) offer and sell their shares of Beta Common Stock pursuant to an effective registration statement under the Securities Act; (iv) agree that they will not offer, sell., transfer, assign or otherwise dispose of ("disposition") any such shares of Beta Common Stock unless any such disposition shall comply with either Rule 145 or Rule 144, as the case may be, of the Securities Act or be registered or be exempt from registration under the Securities Act and shall comply with Rule 144, all applicable federal and state securities laws, and (v) agree and acknowledge that the stock certificates representing the shares of Beta Common Stock which will be acquired by the Red River Shareholders under this Agreement will contain a legend restricting the transferability of the shares of Beta Common Stock as provided herein and that stop order instructions may be imposed by the Purchaser's transfer agent restricting the transferability of such shares.
STOCK REPRESENTATIONS. Seller has an authorized capitalization consisting of 275,000,000 shares consisting of 250,000,000 shares of Common Stock having a par value of $0.001 per share, 5,000,000 shares of Class A Common Stock having a par value of $0.001 per share, 10,000,000 shares of Class A Preferred Stock having a par value of $0.001 per share and 10,000,000 shares of Class B Preferred Stock having a par value of $0.001 per share. Currently, _________ shares of the Common Stock are issued and outstanding, _________ shares of the Class A Common Stock are issued and outstanding, _________ shares of the Class A Preferred Stock are issued and outstanding and _________ shares of the Class B Preferred Stock are issued and outstanding. All such outstanding shares have been duly authorized and validly issued and are fully paid and non-assessable. All of the stock to be conveyed to Seller, both now and, if so determined by Seller, in the future shall have been duly authorized and validly issued and are fully paid and non-assessable. Except as may be disclosed within the Disclosure Schedule, there are no outstanding options, warrants, rights, calls, commitments, conversion rights, rights of exchange, plans or other agreements of any character providing for the purchase, issuance or sale of any shares of the capital stock of Buyer, other than as contemplated by this Agreement. Buyer is the lawful owner of all the issued and outstanding shares to be conveyed to Seller pursuant to the terms of this Agreement, free and clear of all liens, encumbrances, restrictions and claims of every kind. The delivery to Seller of the common stock of Buyer, both now and in the future pursuant to the provisions of this Agreement will transfer to Seller valid title thereto, free and clear of all liens, encumbrances, restrictions and claims of every kind.
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STOCK REPRESENTATIONS. Buyer hereby represents and warrants that:
STOCK REPRESENTATIONS