Prior Offerings. All offers and sales of capital stock of the Company before the date of this Agreement were at all relevant times duly registered or exempt from the registration requirements of the Securities Act and were duly registered or subject to an available exemption from the registration requirements of the applicable state securities or Blue Sky laws.
Prior Offerings. Except as described in the Time of Sale Prospectus, the Company has not sold, issued or distributed any Ordinary Shares during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulation D or S of, the Securities Act, other than shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans or pursuant to outstanding options, rights or warrants.
Prior Offerings. All issuances by the Company of shares of common stock in past transactions have been legally and validly effected, and all of such shares of common stock are fully paid and non-assessable. All of the offerings of the Company's common stock were conducted in strict accordance with the requirements of Regulation D, Rules 504 and 506, as applicable, in full compliance with the requirements of the Securities Exchange Acts of 1933 and 1934, as applicable, and in full compliance with and according to the requirements of the DGCL and the Company's articles of incorporation and bylaws.
Prior Offerings. Neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any securities which could be “integrated” for purposes of the Securities Act or the rules and regulations promulgated thereunder with the offer and sale of the Placement Shares pursuant to the Registration Statement. Except as disclosed in the Registration Statement and the Prospectus, neither the Company nor any of its affiliates have sold or issued any security during the six-month period preceding the date of the Prospectus, including but not limited to any sales pursuant to Rule 144A or Regulation D or S under the Securities Act, other than (i) shares of Common Stock issued pursuant to employee benefit plans, qualified stock option plans or employee compensation plans, or pursuant to outstanding options, rights or warrants or (ii) as otherwise described in the Registration Statement and the Prospectus.
Prior Offerings. The issuances by MTN of shares of Common Stock in past transactions have been legally and validly effected, and all of such shares of Common Stock are fully paid and non-assessable. To the best knowledge of the officers and directors of MTN, all of the offerings of the MTN's Common Stock were conducted in strict accordance with the requirements of Regulation D, Rules 504 and 506, as applicable, in full compliance with the requirements of the Securities Act and in full compliance with and according to the requirements of the Nevada General Corporate Law and the Company's articles of incorporation and bylaws. Other than the three issuances of stock previously disclosed to AGIL in the amounts of 84,062; 1,500,000; and 7,800,000 shares (pre-split), no other shares have been issued by MTN during the last three years.
Prior Offerings. All issuances by the Company of shares of common stock in past transactions have been legally and validly effected, and all of such shares of common stock are fully paid and non-assessable
Prior Offerings. All issuances by the Company of shares of common ---------------- stock in pasts transactions have been legally and validly effected, and all of such shares of common stock are fully paid and non-assessable. To the date of this Agreement, the Company has publically offered its shares for sale only as shown on Schedule 4.20 annexed hereto. All of the public offerings listed on Schedule 4.20 were conducted in strict accordance with the requirements of Regulation D, Rules 504 and 506, as applicable, in full compliance with the requirements of the Securities Exchange Acts of 1933 and 1934, as applicable, and in full compliance with and according to the requirements of the FBCA and the Company's articles of incorporation and bylaws. The Company did not prepare or distribute any offering prospectus, solicitation, or other documents in connection with any prior offering and has provided to Purchaser copies of all documents prepared and filed in connection with any such offerings. All investors I all prior offerings were "accredited" investors as that term is defined in Rule 501 of Regulation D.
Prior Offerings. On May 11, 2007, the Company issued convertible promissory notes (“2007 Notes”) to the Subscribers and other investors pursuant to a subscription agreement (“2007 Subscription Agreement”) and “transaction documents” as defined in the 2007 Subscription Agreement (“2007 Transaction Documents”). On August 28, 2008, the Company issued convertible promissory notes (“2008 Notes”) to the Subscribers and other investors pursuant to a subscription agreement (“2008 Subscription Agreement”) and “transaction documents” as defined in the 2008 Subscription Agreement (“2008 Transaction Documents”). On May 22, 2009, the Company issued convertible promissory notes (“2009 Notes”) to the Subscribers and other investors pursuant to a subscription agreement (“2009 Subscription Agreement”) and “transaction documents” as defined in the 2009 Subscription Agreement (“2009 Transaction Documents”). Schedule 2 hereto sets forth the principal and interest outstanding on the 2007 Notes, 2008 Notes and 2009 Notes as of the Closing Date.
Prior Offerings. All issuances by the Company of shares of common stock in past transactions have been legally and validly effected, and all of such shares of common stock are fully paid and non-assessable. All of the offerings of the Company's common stock were conducted in strict accordance with the requirements of Regulation D, Rules 504 and 506, as applicable, in full compliance with the requirements of the Securities Exchange Acts of 1933 and 1934, as applicable, and in full compliance with and according to the requirements of the DGCL and the Company's articles of incorporation and bylaws. The Company did not prepare or distribute any offering prospectus, solicitation, or other documents in connection with any prior offering and has provided to Purchaser copies of all documents prepared and filed in connection with any such offerings. All investors in all prior offerings were "accredited" investors as that term is defined in Rule 501 of Regulation D.
Prior Offerings. All issuances by the Company, or distributions by issuers as defined under Section 2(11) of the '33 Act, of shares of common stock in past transactions have been legally and validly effected, and all of such shares of common stock are fully paid and non-assessable. All of the offerings of the Company's common stock were conducted in strict accordance with the requirements of Regulation D, Rules 504 and 506, as applicable, in full compliance with the requirements of the Securities Acts, as herein defined and as applicable, and in full compliance with and according to the requirements of the FGCL and the Company's articles of incorporation and bylaws.
