Previous Issuances. All shares of capital stock and other securities issued by the Company prior to the Closing Date have been issued in transactions registered under the Securities Act or exempt from the registration requirements under the Securities Act and all applicable state securities or “blue sky” laws, and in compliance with all applicable corporate laws. The Company has not offered any of its capital stock, or any other securities, for sale to, or solicited any offers to buy any of the foregoing from the Company, or otherwise approached or negotiated with any other Person in respect thereof, in such a manner as to require registration under the Securities Act (except where such a registration has been filed). No holder of any of the Company’s capital stock has any rescission or pre-emptive rights.
Appears in 2 contracts
Sources: Series C Preferred Stock Purchase Agreement (Euniverse Inc), Series C Preferred Stock Purchase Agreement (Marver James D)