Examples of Winc Preferred Shares in a sentence
The Seller is an “accredited investor” as defined in Regulation D under the Securities Act, and is able to bear the economic risk of holding the Winc Preferred Shares for an indefinite period, and, individually or with the Seller’s advisors, has knowledge and experience in financial and business matters such that the Seller is capable of evaluating the risks of the investment in the Winc Preferred Shares.
The sale of the Winc Preferred Shares is not, and the subsequent conversion of the Winc Preferred Shares will not be, subject to any preemptive rights, rights of first refusal or similar rights which have not been properly waived or complied with.
Based in part upon the representations of the Seller in Section 3 of this Agreement, the Winc Preferred Shares will be issued in compliance with the Securities Act and all applicable securities laws.
The Winc Preferred Shares, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Preferred Financing Agreements, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Seller.
The Seller does not have any agreement or arrangement, formal or informal, with any Person to sell or transfer all or any part of any of the Winc Preferred Shares and the Seller does not have any plans to enter into any such agreement or arrangement.
The aggregate consideration for the Purchased Assets shall be four million four hundred fifty seven thousand dollars ($4,457,000.00), subject to adjustment in accordance with Section 2.05 (as adjusted, the “Purchase Price”), plus the Winc Preferred Shares, plus the assumption of the Assumed Liabilities, plus the Performance Earn-Out Amounts, if any.
The Seller is receiving and will hold the Winc Preferred Shares solely for its own account and investment purposes and not with a view to resale or distribution thereof, in whole or in part, in violation of applicable federal or state securities Laws.
The Seller understands that no public market now exists for any of the Winc Preferred Shares and that no assurance have been made that a public market will ever exist for such securities.
The aggregate consideration for the Purchased Assets shall be four million four hundred fifty seven thousand dollars ($4,457,000.00), subject to adjustment in accordance with Section 2.05 (as adjusted, the “PURCHASE PRICE”), plus the Winc Preferred Shares, plus the assumption of the Assumed Liabilities, plus the Performance Earn-Out Amounts, if any.