Common use of NO FEDERAL REGISTRATION Clause in Contracts

NO FEDERAL REGISTRATION. The offer and sale of the Option and the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). The Company may, but is under no obligation to, register the Shares on a Form S-8 Registration Statement filed with the SEC. In lieu of the foregoing registration, the Company may offer the Option and the Shares in reliance upon the exemption from registration provided by Rule 506 of Regulation D promulgated under Section 4(2) of the Securities Act (17 CFR ss. 230.506).

Appears in 2 contracts

Samples: Consulting Agreement (Peabodys Coffee Inc/Nv), Consulting Agreement (Peabodys Coffee Inc/Nv)

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NO FEDERAL REGISTRATION. The offer and sale of the Option and the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). The Company may, but is under no obligation to, register the Shares on a Form S-8 Registration Statement filed with the SEC. In lieu of the foregoing registration, the Company may offer the Option and offering the Shares in reliance upon the exemption from registration provided by Rule 506 of Regulation D promulgated under Section 4(2) of the Securities Act (17 CFR ss. 230.506).

Appears in 1 contract

Samples: Asset Purchase Agreement (Peabodys Coffee Inc/Nv)

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NO FEDERAL REGISTRATION. The offer and sale of the Option and the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). The Company may, but COMPANY is under no obligation to, register the Shares on a Form S-8 Registration Statement filed with the SEC. In lieu of the foregoing registration, the Company may offer offering the Option and the Shares in reliance upon the exemption from registration provided by Rule 506 of Regulation D promulgated under Section 4(2) of the Securities Act (17 CFR ss. 230.506). The Option and the Shares will be "restricted securities" as that term is defined in the Securities Act.

Appears in 1 contract

Samples: Representative Agreement (Peabodys Coffee Inc/Nv)

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