Common use of No Intention to Distribute Clause in Contracts

No Intention to Distribute. The Seller understand that the Equity Consideration shares have not been registered under the 1933 Act on the grounds that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from registration under the 1933 Act, and that the Buyer’s reliance on such exemption is predicated in part on the representations set forth herein. The Seller realizes that the basis for the exemption may not be present if, notwithstanding such representations, the Seller has in mind merely acquiring the Equity Consideration shares for a fixed or determined period in the future, or for a market rise, or for sale if the market does not rise. The Seller does not have any such intention.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Synergy CHC Corp.), Asset Purchase Agreement (Synergy CHC Corp.), Asset Purchase Agreement (Synergy CHC Corp.)

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No Intention to Distribute. The Seller and the Principal Owners understand that the Equity Consideration shares have not been registered under the 1933 Act on the grounds that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from registration under the 1933 Act, and that the Buyer’s reliance on such exemption is predicated in part on the representations set forth herein. The Seller realizes and the Principal Owners realize that the basis for the exemption may not be present if, notwithstanding such representations, Seller or the Seller has Principal Owners have in mind merely acquiring the Equity Consideration shares for a fixed or determined period in the future, or for a market rise, or for sale if the market does not rise. The Seller does and the Principal Owners do not have any such intention.

Appears in 3 contracts

Samples: Share Purchase Agreement (Synergy CHC Corp.), Share Purchase Agreement (Synergy CHC Corp.), Share Purchase Agreement (Synergy CHC Corp.)

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No Intention to Distribute. The Seller and the Principal Owners understand that the Equity Consideration shares have not been registered under the 1933 Act on the grounds that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from registration under the 1933 Act, and that the BuyerXxxxx’s reliance on such exemption is predicated in part on the representations set forth herein. The Seller realizes and the Principal Owners realize that the basis for the exemption may not be present if, notwithstanding such representations, Seller or the Seller has Principal Owners have in mind merely acquiring the Equity Consideration shares for a fixed or determined period in the future, or for a market rise, or for sale if the market does not rise. The Seller does and the Principal Owners do not have any such intention.

Appears in 1 contract

Samples: Share Purchase Agreement (Synergy CHC Corp.)

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