Common use of Issuance of Parent Common Stock Clause in Contracts

Issuance of Parent Common Stock. To the Company's knowledge, as of the date of this Agreement and as of the Effective Time, no facts or circumstances exist or will exist that could cause the issuance of Parent Common Stock pursuant to the Merger to fail to meet the exemption from the registration requirements of the Securities Act set forth in Rule 506 of Regulation D under of the Securities Act.

Appears in 8 contracts

Samples: Merger Agreement (Cardiff International Inc), Merger Agreement (Entreport Corp), Merger Agreement (PivX Solutions, Inc.)

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Issuance of Parent Common Stock. To the Company's ’s knowledge, as of the date of this Agreement and as of the Effective Time, no facts or circumstances exist or will exist that could cause the issuance of Parent Common Stock pursuant to the Merger to fail to meet the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), set forth in Rule 506 of Regulation D under of the Securities Actpromulgated thereunder.

Appears in 4 contracts

Samples: Merger Agreement (Network Dealer Services Holding Corp.), Merger Agreement (Northern Oil & Gas, Inc.), Merger Agreement (Kentex Petroleum Inc)

Issuance of Parent Common Stock. To the Company's ’s knowledge, as of the date of this Agreement and as of the Effective Time, no facts or circumstances exist or will exist that could cause the issuance of Parent Common Stock pursuant to the Merger to fail to meet the exemption from the registration requirements of the Securities Act set forth in Rule 506 of Regulation D under 1933, as amended (the “Securities Act”), and the General Rules and Regulations of the Securities Actand Exchange Commission (the “SEC”) promulgated thereunder.

Appears in 1 contract

Samples: Merger Agreement (Westcott Products Corp)

Issuance of Parent Common Stock. To the Company's ’s knowledge, as of the date of this Agreement and as of the Effective Time, no facts or circumstances exist or will exist that could cause the issuance of Parent Common Stock or the transfer of the Parent Preferred Stock pursuant to the Merger to fail to meet the exemption from the registration requirements of the Securities Act set forth in Rule 506 of Regulation D under 1933, as amended (the “Securities Act”), and the General Rules and Regulations of the Securities Actand Exchange Commission (the “SEC”) promulgated thereunder.

Appears in 1 contract

Samples: Merger Agreement (Mondial Ventures, Inc.)

Issuance of Parent Common Stock. To the Company's knowledge, as of the date of this Agreement and as of the Effective Time, no facts or circumstances exist or will exist that could cause the issuance of Parent Common Stock pursuant to the Merger to fail to meet the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). set forth in Rule 506 of Regulation D under of the Securities Actpromulgated thereunder.

Appears in 1 contract

Samples: Merger Agreement (Syntony Group Inc)

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Issuance of Parent Common Stock. To the Company's knowledge, as of the date of this Agreement and as of the Effective Time, no facts or circumstances exist or will exist that could cause the issuance of Parent Common Stock pursuant to the Merger to fail to meet the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), as set forth in Rule 506 of Regulation D under of the Securities Actpromulgated thereunder.

Appears in 1 contract

Samples: Merger Agreement (Autoline Group Inc)

Issuance of Parent Common Stock. To the Company's ’s knowledge, as of the date of this Agreement and as of the Effective Time, no facts or circumstances exist or will exist that could cause the issuance of Parent Common Stock pursuant to the Merger to fail to meet the exemption from the registration requirements of the Securities Act shares of Parent Common Stock issuable under Section 1.5(a) of this Agreement, as set forth in Rule 506 505 of Regulation D promulgated thereunder or other available exemptions under of the Securities Act.

Appears in 1 contract

Samples: Merger Agreement (IMMS, Inc.)

Issuance of Parent Common Stock. To the Company's knowledge, as of the date of this Agreement and as of the Effective Time, no facts or circumstances exist or will exist that could cause would result in the issuance of Parent Common Stock pursuant to the Merger to fail to meet the exemption from the registration requirements of the Securities Act set forth in Rule 506 of Regulation D under of the Securities Act.; provided, however, the Company makes no representation or warranty

Appears in 1 contract

Samples: Merger Agreement (Source Energy Corp /Ut/)

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