No Offer or Sale. Nothing in this Agreement will be deemed a sale or offer for sale of Confidential Information nor obligate the Company to grant the Employee a license or any rights, by statute, common law theory of estoppel or otherwise, to Confidential Information.
No Offer or Sale. This Agreement is not intended to be an offer for the sale or issuance of securities, whether pertaining to stock, options, or otherwise, unless the same is exempt from registration and qualification pursuant to an applicable exemption. The issuance of stock and warrants is expressly subject to compliance with all state and federal securities laws, rules and regulations by the parties. While the Company does not consider this Agreement itself to be a securities or offer of any securities, whether pertaining to stock, warrants, or otherwise, in the event that this letter is construed to be an offer, the parties acknowledge the following disclosure in accordance with Section 25102(a) of the California Corporations Code: The sale of the securities which are the subject of this agreement has not been qualified with the Commissioner of Corporation of the State of California and the issuance of such securities or the payment or receipt of any part of the consideration therefore prior to such qualification is unlawful, unless the sale of securities is exempt from the qualification by Section 25100, 25102, or 25105 of the California Corporations Code. The rights of all parties to this agreement are expressly conditions upon such qualification being obtained unless the sale is so exempt.
No Offer or Sale. Neither the Parent nor any agent acting on its behalf has, directly or indirectly, sold or offered for sale, or solicited any offers to buy, any securities, or otherwise approached or negotiated with any Person so as to subject the offer or issuance of the Purchase Shares to Global to the provisions of Section 5 of the Securities Act, and Parent agrees that neither it nor any agent acting on its behalf will take any action that would subject the offer or issuance of the Purchase Shares to those provisions.
No Offer or Sale. Holder will not, during the restricted period applicable to the Securities set forth in the legend set forth below (the “Restricted Period”) and to any certificate representing the Securities, offer or sell any of the foregoing securities (or create or maintain any derivative position equivalent thereto) in the United States, to or for the account or benefit of a U.S. Person or other than in accordance with Regulation S; and
No Offer or Sale. Holder will not, during the restricted period applicable to the Shares set forth in the legend below (the “Restricted Period”) and in any certificate representing the Shares, offer or sell any of the foregoing securities (or create or maintain any derivative position equivalent thereto) in the United States, to or for the account or benefit of a U.S. Person or other than in accordance with Regulation S. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, AND THE COMPANY DOES NOT INTEND TO REGISTER THEM. PRIOR TO A DATE THAT IS ONE-YEAR STARTING FROM THE DATE OF SALE OF THE SHARES, THE SHARES MAY NOT BE OFFERED OR SOLD (INCLUDING OPENING A SHORT POSITION IN SUCH SECURITIES) IN THE UNITED STATES OR TO U.S. PERSONS AS DEFINED BY RULE 902(k) ADOPTED UNDER THE ACT, OTHER THAN TO DISTRIBUTORS (AS DEFINED IN RULE 902(D) OF REGULATION S), UNLESS THE SHARES ARE REGISTERED UNDER THE ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. PRIOR TO ONE-YEAR STARTING FROM THE DATE OF SALE OF THE SHARES, HOLDERS OF SHARES MAY RESELL SUCH SECURITIES ONLY PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT OR OTHERWISE IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S OF THE ACT, OR IN TRANSACTIONS EFFECTED OUTSIDE OF THE UNITED STATES PROVIDED THEY DO NOT SOLICIT (AND NO ONE ACTING ON THEIR BEHALF SOLICITS) PARTICIPANTS IN THE UNITED STATES OR OTHERWISE ENGAGE(S) IN SELLING EFFORTS IN THE UNITED STATES AND PROVIDED THAT HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. A HOLDER OF THE SECURITIES WHO IS A DISTRIBUTOR, DEALER, SUB-UNDERWRITER OR OTHER SECURITIES PROFESSIONAL, IN ADDITION, CANNOT PRIOR TO ONE-YEAR STARTING FROM THE DATE OF SALE OF THE SHARES RESELL THE SECURITIES TO A U.S. PERSON AS DEFINED BY RULE 902(k) OF REGULATION S UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE. In consideration of prior services rendered by the Holder listed below (“Holder”), XXXXXxx.xxx Inc., a Delaware corporation, (the “Company”), hereby grants to Holder options to purchase shares of the common stock of the Company, par value USD $0.01 per share, (such options, “Options” and such shares, “Shares”) as set forth below, subject to the terms and conditions of this Stock Option Award Agreement (this “Award Agr...
No Offer or Sale. The parties acknowledge that this Reservation Agreement is neither an offer nor a sale of the Unit, and that prior to the execution of the Purchase Agreement, this Reservation Agreement may be cancelled by either party by notice in writing to the other party. Neither SELLER’s execution of this Agreement, nor SELLER’s acceptance of the Reservation Deposit, shall create in BUYER any equitable rights in the condominium project or the Unit. Upon a termination authorized under this Agreement and return of the Reservation Deposit to the BUYER neither party shall have any rights or obligations to the other. Following any termination of this Reservation Agreement, the Unit will be available for sale to another person at the SELLER’s sole discretion.
No Offer or Sale. This Agreement is not intended to be an offer for the sale or issuance of securities unless the same is exempt from registration and qualification pursuant to an applicable exemption. The issuance of stock is expressly subject to compliance with all state and federal securities laws, rules and regulations by the parties. While the Company does not consider this Agreement itself to be a securities or offer of any securities in the event that this Agreement is construed to be an offer, the parties acknowledge the following disclosure in accordance with Section 25102(a) of the California Corporations Code:
No Offer or Sale. This Expanded Agreement is not intended to be an offer for the sale or issuance of securities, whether pertaining to stock, options, warrants, or otherwise, unless the same is exempt from registration and qualification pursuant to an applicable exemption. The issuance of stock and warrants is expressly subject to compliance with all state and federal securities laws, rules and regulations by the parties. While XsunX does not consider this Expanded Agreement itself to be a securities or offer of any securities, whether pertaining to stock, options, warrants or otherwise, in the event that this letter is construed to be an offer, the parties acknowledge the following disclosure in accordance with Section 25102(a) of the California Corporations Code: The sale of the securities which are the subject of this expanded agreement has not been qualified with the Commissioner of Corporation of the State of California and the issuance of such securities or the payment or receipt of any part of the consideration therefore prior to such qualification is unlawful, unless the sale of securities is exempt from the qualification by Section 25100, 25102, or 25105 of the California Corporations Code. The rights of all parties to this expanded agreement are expressly conditions upon such qualification being obtained unless the sale is so exempt.
No Offer or Sale. Unless at the time a registration statement is in ---------------- effect under the Securities Act of 1933 covering the Accesspoint Shares delivered hereunder, or the Accesspoint Shares are exempt from registration and qualification as set forth in an opinion of counsel satisfactory to Accesspoint, Shareholders will not offer for sale, sell, or otherwise dispose of the shares under circumstances which would require the registration thereof under such act.
