Common use of Exemption from Registration; Restricted Securities Clause in Contracts

Exemption from Registration; Restricted Securities. Seller understands that the shares of Common Stock received by Seller pursuant to this Agreement will not be registered under the Securities Act on the ground that the sale provided for in this Agreement is exempt from registration under the Securities Act, and that the reliance of Buyer on such exemption is predicated in part on Seller's representations set forth in this Agreement. The certificates representing the shares of Common Stock issued to Seller pursuant to this Agreement will bear an appropriate legend reflecting such exempt issuance without registration. Seller understands that the shares of Common Stock received by Seller pursuant to this Agreement are restricted securities within the meaning of Rule 144 under the Securities Act.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Hollywood Com Inc), Asset Purchase Agreement (Big Entertainment Inc), Asset Purchase Agreement (Hollywood Media Corp)

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Exemption from Registration; Restricted Securities. Seller The Shareholder understands that the shares of Common Stock received by Seller pursuant to this Agreement and distributed to the Shareholder will not be registered under the Securities Act on the ground that the sale provided for in this Agreement is exempt from registration under the Securities Act, and that the reliance of Buyer on such exemption is predicated in part on Sellerthe Shareholder's representations set forth in this Agreement. The certificates representing the shares of Common Stock issued to Seller pursuant to this Agreement will bear an appropriate legend reflecting such exempt issuance without registration. Seller The Shareholder understands that the shares of Common Stock received by Seller pursuant to this Agreement and distributed to the Shareholder are restricted securities within the meaning of Rule 144 under the Securities Act.

Appears in 1 contract

Samples: Asset Purchase Agreement (Big Entertainment Inc)

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