Exemption from Securities Act. The Investor understands that the stock has not been, and will not be, registered under the Securities Act or any state securities act or other applicable law by reason of specific exemptions for private offerings, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein. The stock may not be sold, transferred, offered for sale or otherwise disposed of unless such transfer, sale, assignment or other disposition is pursuant to the terms of an effective registration statement under the Securities Act and are registered under any applicable state securities laws or pursuant to an exemption from registration under the Securities Act and any applicable state securities laws.
Exemption from Securities Act. The Investor has been advised and understands that (i) the Purchase Shares have not been registered under the Securities Act, or any state securities laws and are being sold pursuant to Regulation S, therefore, cannot be resold until the applicable distribution compliance period is satisfied or they are registered under the Securities Act and applicable state securities laws, or unless an exemption from such registration requirements is available, (ii) the Investor may be required to hold, and continue to bear the economic risk of its investment in, the Purchase Shares indefinitely, unless the offer and sale of such Purchase Shares is subsequently registered under the Securities Act and all applicable state securities laws or an exemption from such registration is available, (iii) Rule 144 promulgated under the Securities Act is not presently available with respect to the sale of the Purchase Shares, (iv) when and if the Purchase Shares may be disposed of without registration under the Securities Act in reliance on Rule 144 of the Securities Act, the amount of Purchase Shares that may be disposed of may be limited in accordance with the terms and conditions of such Rule and (v) if an exemption under Rule 144 of the Securities Act is not available, the public offer or sale of the Purchase Shares without registration will require compliance with some other exemption under the Securities Act.
Exemption from Securities Act. The offer and sale by the Company of the Warrants, the Warrant Shares and the Conversion Shares to the Holder, as contemplated by this Agreement, qualifies for exemption from the registration requirements of the Securities Act, without limitation, pursuant to the requirements of Rule 506 promulgated thereunder in so far as such requirements apply to the purchasers of securities in a transaction relying on such rule for an exemption from the registration requirements of the Securities Act.
Exemption from Securities Act. Assuming that the ----------------------------- representations, warranties and acknowledgments of the Purchaser provided for in Section 3.5 of this Agreement or otherwise contained herein are true and correct, the sale of the Preferred Shares pursuant to this Agreement will be exempt from the registration provisions of the Securities Act, and the registration provisions of any blue sky or other state securities law or regulation (hereinafter collectively referred to as "blue sky laws") of any applicable jurisdiction.
Exemption from Securities Act. Assuming that the representations, ----------------------------- warranties and acknowledgments of the Purchaser provided for in Article III of this Agreement or otherwise herein are true and correct, the sale of the Preferred Shares pursuant to this Agreement will be exempt from the registration provisions of the Securities Act of 1933, as amended (the "Securities Act"), --------------- and the registration provisions of any blue sky or other state securities law or regulation (hereinafter collectively referred to as "blue sky laws") of any applicable jurisdiction.
Exemption from Securities Act. The issuance of the Teletrak Common Stock pursuant to this Agreement shall, based upon information provided to Teletrak by AES and its shareholders, qualify as an offering exempt from registration under the Securities Act pursuant to Regulation D promulgated under Section 4(2) of the Securities Act and with the requirements of all other regulations currently in effect relating to "private offerings" of the type made by Teletrak hereunder and AES shall have distributed all materials to its shareholders which conform with and satisfy the above requirements. Any issuance by Teletrak of Teletrak Common Stock hereunder to any of the AES shareholders shall, based upon information provided by AES and its shareholders, qualify as an offering exempt from registration under the securities laws, rules and regulations of any of the Teletrak in which any of the AES shareholders reside.
Exemption from Securities Act. Xxxxxx understands that the ATSI Shares are being transferred by ATSI in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and equivalent state securities and "blue sky" laws, and that ATSI is relying upon the accuracy of, and Xxxxxx' compliance with, the following representations, warranties and covenants to determine the availability of these exemptions:
(i) The person or persons who receive the ATSI Shares by indication of Xxxxxx will receive them for their own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act;
(ii) The person or persons referred to in paragraph (i) above are capable, by reason of their business and financial experience, of evaluating the relative merits and risks of an investment in the ATSI Shares, and are able to afford the loss of their investment in the ATSI Shares;
(iii) The person or persons referred to in paragraph (i) above acknowledge that in making their decision to receive the ATSI Shares they have been given an opportunity to ask questions of and to receive answers from ATSI's executive officers, directors and management personnel concerning ATSI and the ATSI Shares;
(iv) The person or persons referred to in paragraph (i) above understand that the ATSI Shares have not been approved or disapproved by the United States Securities and Exchange Commission or any state securities commission and that the foregoing authorities have not reviewed any documents or instruments in connection with the transfer to them of the ATSI Shares and have not confirmed or determined the adequacy or accuracy of any such documents or instruments.
Exemption from Securities Act. Assuming the representations and ----------------------------- warranties of the Trade Creditor made in Section A above are true and accurate, the Securities being issued by the Company to the Trade Creditor are exempt from the registration requirements of the Securities Act.
Exemption from Securities Act. The issuance to the Stockholders by VSIC of the VSIC Stock shall, based upon information provided to VSIC by GTI and the Stockholders, qualify as an offering and sale exempt from registration under the Securities Act pursuant to Section 4(2) and Regulation D of said Securities Act and shall comply with the requirements of all states and other regulations currently in effect relating to "private offerings" of the type to be made by VSIC hereunder.
Exemption from Securities Act. Purchaser understands that the Option Shares have not been and will not be registered under the Securities Act or any other applicable securities Law and Purchaser agrees, on its own behalf and on behalf of each account for which it acquires any Option Shares, that, if in the future it decides to offer, resell, pledge or otherwise transfer such Option Shares, such Option Shares may be offered, sold, pledged, or otherwise transferred only in compliance with the applicable requirements of the Securities Act.
