BVI I definition
Examples of BVI I in a sentence
BVI I must bear the economic risk of this investment until the Consideration Shares are sold pursuant to: (i) an effective registration statement under the Securities Act; or (ii) an exemption from registration is available with respect to such sale.
BVI I is able to bear the economic risks of an investment in the Consideration Shares and to afford a complete loss of BVI I’s investment in the Consideration Shares.
Upon execution and delivery by BVI I at the Closing, this Agreement is a legal, valid and binding agreement of BVI I, enforceable against BVI I in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Upon the terms and subject to the conditions set forth herein, Equity Transfer Agreements and in accordance with applicable law, as the part of consideration of Acquisitions contemplated under Equity Transfer Agreements, the Company hereby agrees to allocate to BVI I, and BVI I agrees to accept, 6,300,000 shares of common stock, par value $0.0001 of the Company (the “Common Stock”) and 2,000,000 shares of series A preferred stock, par value $0.0001 of the Company (the “Series A Preferred Stock”).
The BVI I shall have performed and complied with all agreements and conditions contained herein or in other ancillary documents incident to the transactions contemplated by this Agreement and Equity Transfer Agreements required to be performed or complied with by him prior to or at the Closing.
BVI I understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this paragraph and BVI I has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.
In determining whether to make this investment, BVI I has relied solely on BVI I’s own knowledge and understanding of the Company and its business based upon BVI I’s own due diligence investigation and the information furnished pursuant to this paragraph.
BVI I understands the Consideration Shares are being issued pursuant to an exemption from registration contained in the Securities Act based in part upon BVI I’s representations contained in this Agreement, including, without limitation, that BVI I is an “accredited investor” within the meaning of Regulation D under the Securities Act.
BVI I confirms it has received or has had full access to all of the Company’s publicly available documents, which are available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇, and the information it considers necessary or appropriate to make an informed investment decision with respect to the Consideration Shares under this Agreement.
The representations of and warranties by the BVI I in Section (b) hereof shall be true and accurate on and as of the Closing.