Common use of No Offer or Solicitation Clause in Contracts

No Offer or Solicitation. This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Appears in 4 contracts

Samples: Sale and Purchase Agreement (Metals Acquisition Corp), Sale and Purchase Amendment Agreement (Metals Acquisition Corp), Purchase Agreement (Metals Acquisition Corp)

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No Offer or Solicitation. This press release shall does not constitute a solicitation of a proxy, consent, consent or authorization with respect to any securities or in respect of the proposed business combination. This press release shall also does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall will there be any sale of securities in any states state or jurisdictions jurisdiction in which such offer, solicitation, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Appears in 1 contract

Samples: Merger Agreement (Falcon Capital Acquisition Corp.)

No Offer or Solicitation. This press release shall not constitute a solicitation of a proxy, consent, consent or authorization with respect to any securities or in respect of the proposed business combinationBusiness Combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Appears in 1 contract

Samples: Lease Agreement

No Offer or Solicitation. This press release shall not constitute a solicitation of a proxy, consent, consent or authorization with respect to any securities or in respect of the proposed business combination. This press release shall also not constitute merger or an offer to sell, the solicitation of an offer to sell or an offer to buy or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions jurisdiction in which such offer, solicitation, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. This press release is not for release, publication or an exemption therefromdistribution, in whole or in part, in or into, directly or indirectly, any jurisdiction in which such release, publication or distribution would be unlawful.

Appears in 1 contract

Samples: Hosting Agreement

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No Offer or Solicitation. This press release is for informational purposes only and shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination. This press release shall also not neither constitute an offer to sell or nor the solicitation of an offer to buy any securities, nor a solicitation of a proxy, vote, consent or approval in any jurisdiction in connection with the Business Combination, nor shall there be any sale of securities in any states or jurisdictions jurisdiction in which such the offer, solicitation, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdictionjurisdictions. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Appears in 1 contract

Samples: Business Combination Agreement (PROOF Acquisition Corp I)

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