To: Ellen who wrote (30031 ) 6/3/1999 9:35:00 PM From: The Swordsman Read Replies (1) | Respond to
There may be other paragraphs that operate to the contrary. However, according to this paragraph the shares do not reqire registration. I hope TSIG didn't pay the attorneys based upon how many sides of their mouths they were talking from.much less orally. Section 4.6. Exemption from Registration; Valid Issuances. Subject to the accuracy of the Investor's representations in Article III, the sale of the Convertible Debenture and the Conversion Shares will not require registration under the Securities Act and/or any applicable state securities law. When issued and paid for in accordance with the Convertible Debenture, the Conversion Shares will be duly and validly issued, fully paid, and non-assessable. Neither the sales of the Convertible Debenture or the Conversion Shares pursuant to, nor the Company's performance of its obligations under, this Agreement, the Registration Rights Agreement, the Escrow Agreement, or the Convertible Debenture will (i) result in the creation or imposition by the Company of any liens, charges, claims or other encumbrances upon the Convertible Debenture, the Conversion Shares or, except as contemplated herein, any of the assets of the Company, or (ii) entitle the holders of Outstanding Capital Shares to preemptive or other rights to subscribe to or acquire the Capital Shares or other securities of the Company. The Convertible Debenture and the Conversion Shares shall not subject the Investor to personal liability to the Company or its creditors by reason of the possession thereof.
