Common use of INVESTMENTS; COMPLIANCE WITH LAW Clause in Contracts

INVESTMENTS; COMPLIANCE WITH LAW. Shareholders acknowledge that the shares of Pentegra Common Stock to be delivered to Company pursuant to this Agreement have not been and will not be registered under the Securities Act of 1933 and may not be resold without compliance with the Securities Act of 1933. The Pentegra Common Stock to be acquired by Shareholders pursuant to this Agreement is being acquired solely for its own account, for investment purposes only and with no present intention of distributing, selling or otherwise disposing of it in connection with a distribution. Each Shareholder covenants, warrants and represents that none of the shares of Pentegra Common Stock issued to it will be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of except after full compliance with all of the applicable provisions of the Securities Act, as amended, and the rules and regulations of the Securities Exchange Commission and applicable state securities laws and regulations. All certificates evidencing shares of Pentegra Common Stock shall bear the following legend in addition to the legend referenced in SECTION 12.1. The shares represented hereby have not been registered under the Securities Act of 1933 (the "Act") and may only be sold or otherwise transferred if the holder hereof complies with the Act and applicable securities laws. In addition, certificates evidencing shares of Pentegra Common Stock shall bear any legend required by the securities or blue sky laws of any state where Company resides.

Appears in 17 contracts

Samples: Agreement and Plan of Reorganization (Pentegra Dental Group Inc), Agreement and Plan of Reorganization (Pentegra Dental Group Inc), Agreement and Plan of Reorganization (Pentegra Dental Group Inc)

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INVESTMENTS; COMPLIANCE WITH LAW. Shareholders acknowledge Dentist acknowledges that the shares of Pentegra Common Stock to be delivered to Company Dentist pursuant to this Agreement have not been and will not be registered under the Securities Act of 1933 and may not be resold without compliance with the Securities Act of 1933. The Pentegra Common Stock to be acquired by Shareholders Dentist pursuant to this Agreement is being acquired solely for its own account, for investment purposes only and with no present intention of distributing, selling or otherwise disposing of it in connection with a distribution. Each Shareholder Dentist covenants, warrants and represents that none of the shares of Pentegra Common Stock issued to it will be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of except after full compliance with all of the applicable provisions of the Securities Act, as amended, and the rules and regulations of the Securities Exchange Commission and applicable state securities laws and regulations. All certificates evidencing shares of Pentegra Common Stock shall bear the following legend in addition to the legend referenced in SECTION 12.1. The shares represented hereby have not been registered under the Securities Act of 1933 (the "Act") and may only be sold or otherwise transferred if the holder hereof complies with the Act and applicable securities laws. In addition, certificates evidencing shares of Pentegra Common Stock shall bear any legend required by the securities or blue sky laws of any state where Company Dentist resides.

Appears in 14 contracts

Samples: Asset Contribution Agreement (Pentegra Dental Group Inc), Asset Contribution Agreement (Pentegra Dental Group Inc), Asset Contribution Agreement (Pentegra Dental Group Inc)

INVESTMENTS; COMPLIANCE WITH LAW. Contributor and Shareholders acknowledge that the shares of Pentegra Common Stock to be delivered to Company Contributor pursuant to this Agreement have not been and will not be registered under the Securities Act of 1933 and may not be resold without compliance with the Securities Act of 1933. The Pentegra Common Stock to be acquired by Shareholders Contributor pursuant to this Agreement is being acquired solely for its own account, for investment purposes only and with no present intention of distributing, selling or otherwise disposing of it in connection with a distribution. Each Shareholder Contributor covenants, warrants and represents that none of the shares of Pentegra Common Stock issued to it will be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of except after full compliance with all of the applicable provisions of the Securities Act, as amended, and the rules and regulations of the Securities Exchange Commission and applicable state securities laws and regulations. All certificates evidencing shares of Pentegra Common Stock shall bear the following legend in addition to the legend referenced in SECTION 12.1. The shares represented hereby have not been registered under the Securities Act of 1933 (the "Act") and may only be sold or otherwise transferred if the holder hereof complies with the Act and applicable securities laws. In addition, certificates evidencing shares of Pentegra Common Stock shall bear any legend required by the securities or blue sky laws of any state where Company Contributor resides.

Appears in 11 contracts

Samples: Asset Contribution Agreement (Pentegra Dental Group Inc), Asset Contribution Agreement (Pentegra Dental Group Inc), Asset Contribution Agreement (Pentegra Dental Group Inc)

INVESTMENTS; COMPLIANCE WITH LAW. Shareholders Contributor and Partners acknowledge that the shares of Pentegra Common Stock to be delivered to Company Contributor pursuant to this Agreement have not been and will not be registered under the Securities Act of 1933 and may not be resold without compliance with the Securities Act of 1933. The Pentegra Common Stock to be acquired by Shareholders Contributor pursuant to this Agreement is being acquired solely for its own account, for investment purposes only and with no present intention of distributing, selling or otherwise disposing of it in connection with a distribution. Each Shareholder Contributor covenants, warrants and represents that none of the shares of Pentegra Common Stock issued to it will be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of except after full compliance with all of the applicable provisions of the Securities Act, as amended, and the rules and regulations of the Securities Exchange Commission and applicable state securities laws and regulations. All certificates evidencing shares of Pentegra Common Stock shall bear the following legend in addition to the legend referenced in SECTION 12.1. The shares represented hereby have not been registered under the Securities Act of 1933 (the "Act") and may only be sold or otherwise transferred if the holder hereof complies with the Act and applicable securities laws. In addition, certificates evidencing shares of Pentegra Common Stock shall bear any legend required by the securities or blue sky laws of any state where Company Contributor resides.

Appears in 1 contract

Samples: Asset Contribution Agreement (Pentegra Dental Group Inc)

INVESTMENTS; COMPLIANCE WITH LAW. Contributor and Shareholders acknowledge that the shares of Pentegra Common Stock to be delivered to Company Contributor pursuant to this Agreement have not been and will not be registered under the Securities Act of 1933 and may not be resold without compliance with the Securities Act of 1933, as amended or an exemption thereunder. The Pentegra Common Stock to be acquired by Shareholders Contributor pursuant to this Agreement is being acquired solely for its own account, for investment purposes only and with no present intention of distributing, selling or otherwise disposing of it in connection with a distribution. Each Shareholder Contributor covenants, warrants and represents that none of the shares of Pentegra Common Stock issued to it will be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of except after full compliance with all of the applicable provisions of the Securities Act, as amended, and the rules and regulations of the Securities Exchange Commission and applicable state securities laws and regulations. All certificates evidencing shares of Pentegra Common Stock shall bear the following legend in addition to the legend referenced in SECTION 12.1. The shares represented hereby have not been registered under the Securities Act of 1933 (the "Act") and may only be sold or otherwise transferred if the holder hereof complies with the Act and applicable securities laws. In addition, certificates evidencing shares of Pentegra Common Stock shall bear any legend required by the securities or blue sky laws of any state where Company Contributor resides.

Appears in 1 contract

Samples: Asset Contribution Agreement (Pentegra Dental Group Inc)

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INVESTMENTS; COMPLIANCE WITH LAW. Shareholders acknowledge Dentist acknowledges that the shares of Pentegra Common Stock to be delivered to Company Dentist pursuant to this Agreement have not been and will not be registered under the Securities Act of 1933 1933, and may not be resold without compliance with the Securities Act of 1933, as amended or an exemption thereunder. The Pentegra Common Stock to be acquired by Shareholders Dentist pursuant to this Agreement is being acquired solely for its own account, for investment purposes only and with no present intention of distributing, selling or otherwise disposing of it in connection with a distribution. Each Shareholder Dentist covenants, warrants and represents that none of the shares of Pentegra Common Stock issued to it will be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of except after full compliance with all of the applicable provisions of the Securities Act, as amended, and the rules and regulations of the Securities Exchange Commission and applicable state securities laws and regulations. All certificates evidencing shares of Pentegra Common Stock shall bear the following legend in addition to the legend referenced in SECTION 12.1. The shares represented hereby have not been registered under the Securities Act of 1933 (the "Act") and may only be sold or otherwise transferred if the holder hereof complies with the Act and applicable securities laws. In addition, certificates evidencing shares of Pentegra Common Stock shall bear any legend required by the securities or blue sky laws of any state where Company Dentist resides.

Appears in 1 contract

Samples: Asset Contribution Agreement (Pentegra Dental Group Inc)

INVESTMENTS; COMPLIANCE WITH LAW. Shareholders Contributors and Shareholder acknowledge that the shares of Pentegra Common Stock to be delivered to Company Contributors pursuant to this Agreement have not been and will not be registered under the Securities Act of 1933 and may not be resold without compliance with the Securities Act of 1933. The Pentegra Common Stock to be acquired by Shareholders Contributors pursuant to this Agreement is being acquired solely for its own account, for investment purposes only and with no present intention of distributing, selling or otherwise disposing of it in connection with a distribution. Each Shareholder Contributors covenants, warrants and represents that none of the shares of Pentegra Common Stock issued to it will be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of except after full compliance with all of the applicable provisions of the Securities Act, as amended, and the rules and regulations of the Securities Exchange Commission and applicable state securities laws and regulations. All certificates evidencing shares of Pentegra Common Stock shall bear the following legend in addition to the legend referenced in SECTION 12.1. The shares represented hereby have not been registered under the Securities Act of 1933 (the "Act") and may only be sold or otherwise transferred if the holder hereof complies with the Act and applicable securities laws. In addition, certificates evidencing shares of Pentegra Common Stock shall bear any legend required by the securities or blue sky laws of any state where Company Contributors resides.

Appears in 1 contract

Samples: Asset Contribution Agreement (Pentegra Dental Group Inc)

INVESTMENTS; COMPLIANCE WITH LAW. Signatory Shareholders acknowledge that the shares of Pentegra Common Stock to be delivered to Company pursuant to this Agreement have not been and will not be registered under the Securities Act of 1933 and may not be resold without compliance with the Securities Act of 1933. The Pentegra Common Stock to be acquired by Shareholders pursuant to this Agreement is being acquired solely for its own account, for investment purposes only and with no present intention of distributing, selling or otherwise disposing of it in connection with a distribution. Each Signatory Shareholder covenants, warrants and represents that none of the shares of Pentegra Common Stock issued to it will be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of except after full compliance with all of the applicable provisions of the Securities Act, as amended, and the rules and regulations of the Securities Exchange Commission and applicable state securities laws and regulations. All certificates evidencing shares of Pentegra Common Stock shall bear the following legend in addition to the legend referenced in SECTION 12.1. The shares represented hereby have not been registered under the Securities Act of 1933 (the "Act") and may only be sold or otherwise transferred if the holder hereof complies with the Act and applicable securities laws. In addition, certificates evidencing shares of Pentegra Common Stock shall bear any legend required by the securities or blue sky laws of any state where Company resides.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Pentegra Dental Group Inc)

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