Common use of No Intention to Distribute Clause in Contracts

No Intention to Distribute. The Trust and its beneficiaries 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 the Equity Consideration is exempt from registration under the 1933 Act, and that Buyer’s reliance on such exemption is predicated in part on the representations set forth herein. The Trust and its beneficiaries realize that the basis for the exemption may not be present if, notwithstanding such representations, the Trust and its beneficiaries have in mind merely acquiring the Equity Consideration for a fixed or determined period in the future, or for a market rise, or for sale if the market does not rise. The Trust and its beneficiaries do not have any such intention.

Appears in 4 contracts

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

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No Intention to Distribute. The Trust and its beneficiaries 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 the Equity Consideration is exempt from registration under the 1933 Act, and that BuyerXxxxx’s reliance on such exemption is predicated in part on the representations set forth herein. The Trust and its beneficiaries realize that the basis for the exemption may not be present if, notwithstanding such representations, the Trust and its beneficiaries have in mind merely acquiring the Equity Consideration for a fixed or determined period in the future, or for a market rise, or for sale if the market does not rise. The Trust and its beneficiaries do not have any such intention.

Appears in 1 contract

Samples: Stock Purchase Agreement (Synergy CHC Corp.)

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