Ossen definition
Examples of Ossen in a sentence
Shell Company shall have delivered to Ossen and the Ossen Shareholders a certificate, signed by Shell Company’s Secretary (or authorized director or officer), certifying that the attached copies of the Shell Company Constituent Instruments, as amended pursuant to the Charter Amendment, and resolutions of its Board of Directors approving this Agreement and the Transactions are all true, complete and correct and remain in full force and effect.
The Ossen Shareholder understands that the Shell Company Stock has not been registered under the Securities Act and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Ossen Shareholder’s representations as expressed herein.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Ossen Shareholders, Shell Company, Ossen and Shell Company Shareholder will be entitled to specific performance under this Agreement.
The Ossen Shareholders and Ossen shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Ossen Shareholders and Ossen on or prior to the Closing Date.
Except as disclosed in the Ossen Disclosure Letter, Ossen is the sole record and beneficial owner of all of the issued and outstanding capital stock of each of its subsidiaries.
Shell Company and Ossen will consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press releases or other public statements with respect to this Agreement and the Transactions and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchanges.
The Ossen Shareholder is an “accredited investor” within the meaning of Rule 501 under the Securities Act and the Ossen Shareholder was not organized for the specific purpose of acquiring the Shares.
Upon delivery of any certificate or certificates duly assigned, representing the same as herein contemplated and/or upon registering of Shell Company as the new owner of such Ossen Stock in the share register of Ossen, Shell Company will receive good title to such Ossen Stock, free and clear of all Liens.
Shell Company understands and confirms that Ossen and the Ossen Shareholders will rely on the foregoing representations and covenants in effecting transactions in securities of Shell Company.
Each of the Ossen Shareholders severally (and not jointly) hereby represents and warrants to Shell Company and Shell Company Shareholder as follows.