CBGL definition
Examples of CBGL in a sentence
The Shares shall be issued to CBGL, and the Exchange Shares shall be issued to MCOA, pursuant to Article II hereof.
CBGL acknowledges that an investment in the Exchange Shares is speculative and involves a high degree of risk.
The transactions contemplated by this Agreement, including without limitation the issuance of the Shares and the compliance with the terms of this Agreement, have been unanimously adopted, approved and declared advisable unanimously by the Board of Directors of CBGL.
CBGL is duly organized and validly existing under the laws of the state of Nevada and has all requisite power and authority to enter into and perform its obligations under this Agreement.
MCOA and CBGL shall not sell, transfer or otherwise dispose of the Shares or the Exchange Shares except as set forth in the Lock-Up Agreement.
Each certificate representing an Exchange Share will bear a legend to the following effect unless CBGL determines otherwise in compliance with applicable law: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
Upon the terms and subject to the conditions of this Agreement, MCOA agrees to issue and sell to CBGL, the Shares, and in exchange therefor at the Share Exchange Closing, CBGL shall issue to MCOA the Exchange Shares.
MCOA understands that (i) the Exchange Shares have not been registered under the Securities Act or any state securities laws, by reason of their issuance by CBGL in a transaction exempt from the registration requirements thereof, under Rule 506(b) of Regulation D, and (ii) the Exchange Shares may not be sold unless such disposition is registered under the Securities Act and applicable state securities laws or is exempt from registration thereunder.
MCOA and CBGL may designate their wholly owned subsidiary as holder of the Shares and the Exchange Shares.
Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is duly executed and delivered by MCOA and CBGL.