股票认购协议英文版(2)

knowledge, there is no voting agreement or other arrangement among its

shareholders with respect to the election of any individual or individuals to the

Board.

(v) COMMON STOCK OUTSTANDING. The total number of shares of the

Company's Common Stock outstanding on a fully diluted basis, immediately

prior to the Closing, is 14,577,177 shares.

2.3 SUBSIDIARIES. Except for AAA, Ltd., the Company's wholly-owned Israeli subsidiary

with offices in Kfar-Saba, Israel, the Company does not own or control, directly or

indirectly, any other corporation, association, or other business entity.

2.4 AUTHORIZATION. All corporate action on the part of the Company, its directors and

shareholders necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Company hereunder and the authorization,

issuance and delivery of the Common Stock being sold hereunder has been taken or

will be taken prior to the Closing, and this Agreement, upon due execution and

delivery, constitutes a valid and binding obligation of the Company, enforceable in

accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency,

reorganization, moratorium, and other laws of general application affecting

enforcement of creditors' rights generally, and (ii) as limited by laws relating to the

availability of specific performance, injunctive relief, or other equitable remedies.

2.5 VALID ISSUANCES OF COMMON STOCK. The Shares which are being purchased

by the Investor hereunder, when issued, sold and delivered in accordance with the

terms hereof for the consideration expressed herein, will be duly and validly issued,

fully paid and nonassessable, and the Investor shall have good and marketable title to

such Shares, free and clear of any liens, pledges, encumbrances, taxes, charges or

restrictions of any kind (other than those created by or through the Investor).

2.6 COMPLIANCE WITH LAW AND CHARTER DOCUMENTS. The Company is not in

violation of, or default under, any provisions of its Certificate of Incorporation or

Bylaws, both as currently in effect. To its knowledge, the Company is in compliance in all material respects with all applicable laws, rules, regulations, judgments, decrees and governmental orders, except for such non-compliance that would not have a Material

Adverse Effect on the properties, financial condition, operations, prospects or business

of the Company. The Company has received no notice of any violation of such laws,

rules, regulations, judgments, decrees or orders which has not been remedied prior to

the date hereof or which would have a Material Adverse Effect on the Company. The

execution, delivery and performance of the Agreement and the consummation of the

transactions contemplated thereby will not result in any such violation or default, or be

in conflict with or constitute, with or without the passage of time or the giving of

notice or both, either a default under the Company's Certificate of Incorporation or

Bylaws, both as currently in effect, or an event which results in the creation of any

material lien, charge or encumbrance upon the capital stock or any asset of the

Company, or a default under any Material Agreement or contract by the Company, or a violation of any laws, rules, regulations, judgments, decrees or orders. All material

licenses, permits, approvals, registrations, qualifications, certificates and other

authorizations necessary for the conduct of the Company's business as presently

conducted (the "Licenses") have been duly obtained and are in full force and effect,

and there are no proceedings pending or threatened which may result in the revocation, cancellation, suspension or any material adverse modification of any of such Licenses,

except for Licenses that, individually or in the aggregate, the Company need not hold

or possess in order to avoid a Material Adverse Effect on the Company's assets,

properties, financial condition, operating results or business. The Company believes it

can obtain, without undue burden or expense, any similar authority for the conduct of

its business in the future as presently conducted and proposed to be conducted.

2.7 COMPLIANCE WITH OTHER INSTRUMENTS, NONE BURDENSOME, ETC. The

execution, delivery and performance of and compliance with this Agreement and the

issuance and sale of the Shares will not result in nor constitute any breach, default or

violation of (i) any agreement, contract, lease, license, instrument or commitment (oral

or written) to which the Company is a party or is bound and which involves payment

by the Company or any of its subsidiaries in excess of $,_________ or which is

otherwise material to the business, properties, financial condition or results of

operation of the Company or its subsidiaries (a "Material Agreement") or (ii) any law,

rule, regulation, statute or order applicable to the Company, any of its subsidiaries or

their respective properties, nor result in the creation of any mortgage, pledge, lien,

encumbrance or charge upon any of the properties or assets of the Company or its

subsidiaries.

2.8 GOVERNMENT CONSENT, ETC. No consent, approval, order or authorization of, or

designation, registration, declaration or filing with, any federal, state, local or

provincial or other governmental authority on the part of the Company is required in

connection with the valid execution and delivery of this Agreement or the

consummation of the transactions contemplated herein, including the offer, sale or

issuance of the Shares to the Investor.

2.9 OFFERING. In re …… 此处隐藏：5673字，全部文档内容请下载后查看。喜欢就下载吧 ……