The Consideration Shares. None of the outstanding Purchaser Shares are listed and posted for trading on any stock exchange and the Purchaser is not a reporting issuer under applicable securities laws (the “Securities Laws”). Consequently, the Consideration Shares may be subject to an indefinite hold period. If required by Securities Laws, the certificates representing the Consideration Shares issued by the Purchaser will carry the standard legends required under Securities Laws for private placement transactions;
The Consideration Shares. The Consideration Shares to be issued pursuant to this Agreement will be issued at Closing, free and clear of liens, claims, and encumbrances, and Purchaser has all necessary right and power to issue the consideration Shares to the Shareholders as provided in this Agreement without the consent or approval of any person, firm, corporation, or governmental authority.
The Consideration Shares. The Consideration Shares are fully paid and non-assessable, free of any Liens, except for restrictions on transfer imposed by federal and state securities laws.
The Consideration Shares. The Consideration Shares to be issued pursuant to Section 3.2 of this Agreement will be duly authorized, validly issued, fully paid and non-assessable and will not be subject to preemptive rights created by statute, Purchaser's organizational documents or any agreement to which Purchaser is a party or by which it is bound.
The Consideration Shares. 2.1 The Consideration Shares will, when issued, have been validly authorised and issued and be fully paid up and no further amounts will be payable to Aleph Cayman in respect of their issue. 146
The Consideration Shares. In regards to the Consideration Shares, the Seller represents, warrants, acknowledges and agrees that:
The Consideration Shares. Section 3.1
The Consideration Shares. 6.1 The Purchaser shall procure or ensure that upon issuing and allotting the Consideration Shares to the Vendors that:
The Consideration Shares. The Consideration Shares will:
The Consideration Shares. At the Closing referred to in Section 4 hereof, the Buyer will issue to Sellers a share certificate/s – in accordance with Sellers’instructions specified in Schedule 3.3 herein – representing theConsideration Shares free and clear from any claims, liens, charges, pledges, security interests, encumbrances and any third party rights. The Consideration Shares shall not be registered for resale under the applicable U.S. laws and regulations and therefore may not be sold, transferred, assigned, offered for sale, pledged, hypothecated or otherwise disposed of for at least 6 months from the date of issuance. Thereafter, such shares may be sold in compliance with Rule 144 or pursuant to another applicable exemption under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Buyer represents, warrants and covenants that it has filed, and will continue to file, on a timely basis, at least for the first 12 months following the date of issuance of the Consideration Shares all reports required to be filed by the Buyer with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to the extent required for the sale of the Consideration Shares under Rule 144. Buyer has no obligation whatsoever to register the Consideration Shares under the Securities Act or other applicable securities laws or regulations. Notwithstanding the above and subject to any applicable law, Seller will be entitled to transfer the Consideration Shares or any part thereof to any of Seller’s currently existing shareholders provided that such transfer is permitted under any applicable law and that each transferee of said Consideration Shares shall be subject to abovementioned restrictions and shall confirm in writing that he undertakes to comply with such restrictions for as long as such restrictions shall be valid.
