Non-Registration. The Shareholder understands that the shares of Parent Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Shareholder’s representations as expressed herein.
Appears in 6 contracts
Samples: Share Exchange Agreement (KT High-Tech Marketing Inc.), Share Exchange Agreement (Discovery Gold Corp), Securities Exchange Agreement (World Surveillance Group Inc.)
Non-Registration. The Shareholder Stockholder understands that the shares of Parent Stock have has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the ShareholderStockholder’s representations as expressed herein.
Appears in 4 contracts
Samples: Share Exchange Agreement (Equicap Inc), Share Exchange Agreement (Intra Asia Entertainment Corp), Share Exchange Agreement (United National Film Corp)
Non-Registration. The Shareholder Stockholder understands that the shares of Parent Stock have issued to it under this Agreement has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the ShareholderStockholder’s representations as expressed herein.
Appears in 3 contracts
Samples: Share Exchange Agreement (Banjo & Matilda, Inc.), Share Exchange Agreement (Clavis Technologies International Co., Ltd.), Share Exchange Agreement (Clavis Technologies International Co., Ltd.)
Non-Registration. The Shareholder understands Member understand that the shares of Parent Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the ShareholderMember’s representations as expressed herein.
Appears in 3 contracts
Samples: Securities Exchange Agreement (HealthLynked Corp), Securities Exchange Agreement (American Strategic Minerals Corp), Securities Exchange Agreement (Gelia Group, Corp.)
Non-Registration. The Shareholder understands Shareholders understand that the shares of Parent Stock shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Shareholder’s representations as expressed herein.
Appears in 3 contracts
Samples: Share Exchange Agreement (Mazzal Holding Corp.), Share Exchange Agreement (Discount Coupons Corp), Share Exchange Agreement (Discount Coupons Corp)
Non-Registration. The Shareholder understands that the shares of Parent Stock have has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Shareholder’s representations as expressed herein.
Appears in 3 contracts
Samples: Share Exchange Agreement (TimefireVR Inc.), Share Exchange Agreement (Rapid Holdings Inc.), Share Exchange Agreement (Wentworth Ii Inc)
Non-Registration. The Shareholder Such Holder understands that the shares of Parent Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Shareholdersuch Holder’s representations as expressed herein.
Appears in 2 contracts
Samples: Merger Agreement (Digital Brands Group, Inc.), Merger Agreement (Denim LA, Inc.)
Non-Registration. The Shareholder understands that the shares of Parent Stock Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Shareholder’s representations as expressed herein.
Appears in 2 contracts
Samples: Share Exchange Agreement (KBS Fashion Group LTD), Share Exchange Agreement (KBS Fashion Group LTD)
Non-Registration. The Shareholder understands that the shares of Parent Exchange Stock and the Parent Conversion Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Shareholder’s representations as expressed herein.
Appears in 2 contracts
Samples: Securities Exchange Agreement (22nd Century Group, Inc.), Securities Exchange Agreement (Exactus, Inc.)
Non-Registration. The Shareholder understands that the Parent Stock, the Parent Warrants and the shares of Parent’s common stock issuable upon exercise of the Parent Stock Warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Shareholder’s representations as expressed herein.
Appears in 2 contracts
Samples: Share Exchange Agreement (American Strategic Minerals Corp), Share Exchange Agreement (American Strategic Minerals Corp)
Non-Registration. The Shareholder Member understands that the shares of Parent Stock have has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the ShareholderMember’s representations as expressed herein.
Appears in 2 contracts
Samples: Exchange Agreement (New You, Inc.), Securities Exchange Agreement (Rto Holdings Inc)
Non-Registration. The Shareholder Stockholder understands that the shares of Parent Stock have has not been registered under the Securities Act of 1933, as amended (the “"Securities Act”") and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Shareholder’s Stockholder's representations as expressed herein.
Appears in 2 contracts
Samples: Share Exchange Agreement (MGCC Investment Strategies Inc), Share Exchange Agreement (Concept Ventures Corp)
Non-Registration. The Shareholder Stockholder understands that the shares of Parent Stock have to it under this Agreement has not been registered under the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT") and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Shareholder’s Stockholder's representations as expressed herein.
Appears in 2 contracts
Samples: Share Exchange Agreement (Strong Technical Inc), Share Exchange Agreement (Zhongpin Inc.)
Non-Registration. The Shareholder Member understands that the shares of Parent Preferred Stock and the Parent Conversion Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”’) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the ShareholderMember’s representations as expressed herein.
Appears in 1 contract
Non-Registration. The Shareholder understands Company and its shareholders understand that the shares of Parent Stock Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends uponAct. The non-registration shall have no prejudice with respect to any rights, among other thingsinterests, benefits and entitlements attached to the bona fide nature Parent Shares in accordance with the Parent charter documents or the laws of the investment intent and the accuracy its jurisdiction of the Shareholder’s representations as expressed hereinincorporation.
Appears in 1 contract
Non-Registration. The Shareholder Holder understands that the shares of Parent Company Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the ShareholderHolder’s representations as expressed herein.
Appears in 1 contract
Non-Registration. The Such Shareholder understands that the shares of Parent Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Shareholder’s representations as expressed herein.
Appears in 1 contract
Samples: Merger Agreement (Mimvi, Inc.)
Non-Registration. The Shareholder Stockholder understands ---------------- that the shares of Parent Stock have Ordinary Shares has not been registered under the Securities Act of 1933, as amended (the “"Securities Act”") and, if -------------- issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Shareholder’s Stockholder's representations as expressed herein.
Appears in 1 contract
Samples: Share Exchange Agreement (Matador Acquisition CORP)
Non-Registration. The Shareholder Stockholder understands that the shares of Parent Stock have to be issued to the Stockholder under this Agreement has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the ShareholderStockholder’s representations as expressed herein.
Appears in 1 contract
Non-Registration. The Each Shareholder understands that the shares of Parent Stock have has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) ), and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Shareholder’s representations as expressed herein.
Appears in 1 contract
Non-Registration. The Shareholder Seller understands that the shares of Parent Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the ShareholderSeller’s representations as expressed herein.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Genius Brands International, Inc.)
Non-Registration. The Each Shareholder understands that the shares of Parent Stock Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Shareholder’s representations as expressed herein.
Appears in 1 contract
Non-Registration. The Shareholder understands that the shares of Parent Stock have not been registered under the Securities Act of 1933, as amended (the “"Securities Act”") and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Shareholder’s 's representations as expressed herein.
Appears in 1 contract
Non-Registration. The Shareholder understands Shareholders understand that the shares of Parent Stock Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Shareholder’s Shareholders’ representations as expressed herein.
Appears in 1 contract
Non-Registration. The Such Shareholder understands that the shares of Parent Common Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Shareholder’s representations as expressed herein.
Appears in 1 contract
Non-Registration. The Shareholder understands that the shares of Parent Stock and the Parent Conversion Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Shareholder’s representations as expressed herein.
Appears in 1 contract
Non-Registration. The Shareholder Such Holder understands that the shares of Parent Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Shareholdersuch Holder’s representations as expressed herein..
Appears in 1 contract
Non-Registration. The Shareholder Member understands that the shares of Parent Common Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the ShareholderMember’s representations as expressed herein.
Appears in 1 contract
Non-Registration. The Shareholder Stockholder understands that the shares of Parent Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the ShareholderStockholder’s representations as expressed herein.
Appears in 1 contract
Samples: Merger Agreement (Infusion Brands International, Inc.)
Non-Registration. The Shareholder understands Members understand that the shares of Parent Stock will not have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Shareholder’s Members’ representations as expressed herein.
Appears in 1 contract
Samples: Securities Exchange Agreement (California Gold Corp.)
Non-Registration. The Shareholder understands that neither the shares of Parent Preferred Stock nor the Common Stock to which it can be converted, have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Shareholder’s representations as expressed herein.
Appears in 1 contract
Samples: Securities Exchange Agreement and Plan of Merger (Universal Resources)
Non-Registration. The Shareholder Member understands that the shares of Parent Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the ShareholderMember’s representations as expressed herein.
Appears in 1 contract
