Common use of Non-Registration Clause in Contracts

Non-Registration. The Shareholder understands that the Parent Stock 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. The non-registration shall have no prejudice with respect to any rights, interests, benefits and entitlements attached to the Parent Stock in accordance with the Parent charter documents or the laws of its jurisdiction of incorporation.

Appears in 28 contracts

Samples: Share Exchange Agreement (NowNews Digital Media Technology Co. Ltd.), Share Exchange Agreement (NowNews Digital Media Technology Co. Ltd.), Share Exchange Agreement (Smsa Ballinger Acquisition Corp)

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Non-Registration. The Shareholder understands Shareholders understand that the Parent Stock has 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 that 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. The non-registration shall have no prejudice with respect to any rights, interests, benefits and entitlements attached to the Parent Stock Shares in accordance with the Parent charter documents or the laws of its jurisdiction of incorporation.

Appears in 6 contracts

Samples: Share Exchange Agreement (Imperalis Holding Corp.), Share Exchange Agreement (Imperalis Holding Corp.), Share Exchange Agreement (MedGen, Inc.)

Non-Registration. The Shareholder understands that the Parent Stock has 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 that depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Shareholder’s representations as expressed herein. The non-registration shall have no prejudice with respect to any rights, interests, benefits and entitlements attached to the Parent Stock Shares in accordance with the Parent charter documents or the laws of its jurisdiction of incorporation.

Appears in 4 contracts

Samples: Share Exchange and Funding Agreement, Share Exchange and Funding Agreement (SocialPlay USA, Inc.), Share Exchange Agreement (Saguaro Resources, Inc.)

Non-Registration. The Shareholder understands that the Parent Common Stock 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. The non-registration shall have no prejudice with respect to any rights, interests, benefits and entitlements attached to the Parent Common Stock in accordance with the Parent charter documents or the laws of its jurisdiction of incorporation.

Appears in 3 contracts

Samples: Share Exchange Agreement (Sino Fortune Holding Corp), Share Exchange Agreement (Cardigant Medical Inc.), Share Exchange Agreement (Cardigant Medical Inc.)

Non-Registration. The Shareholder understands that the Post-Closing Parent Stock has 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 in reliance on a specific exemption from the registration provisions of the Securities Act which that depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Shareholder’s representations as expressed herein. The non-registration shall have no not prejudice with respect to any rights, interests, benefits and entitlements attached to the Post-Closing Parent Stock Securities in accordance with the Parent charter documents Charter, Parent Bylaws or the laws Laws of its jurisdiction of incorporation.

Appears in 2 contracts

Samples: Share Exchange Agreement (Novint Technologies Inc), Share Exchange Agreement (Novint Technologies Inc)

Non-Registration. The Shareholder understands that the Parent Stock has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued upon issuance 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. The non-registration shall have no not prejudice the Shareholder with respect to any rights, interests, benefits and entitlements attached to the Parent Stock in accordance with the Parent charter documents Charter (as hereinafter defined), the Parent Bylaws (as hereinafter defined), or the laws of its jurisdiction of incorporationFlorida Law.

Appears in 1 contract

Samples: Share Exchange Agreement (Computer Vision Systems Laboratories Corp.)

Non-Registration. The Shareholder understands Shareholders understand that the Parent Stock has 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 reason of a specific exemption from the registration provisions of the Securities Act which that 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. The non-registration shall have no prejudice with respect to any rights, interests, benefits and entitlements attached to the Parent Stock Shares in accordance with the Parent charter documents or the laws of its jurisdiction of incorporation.

Appears in 1 contract

Samples: Share Exchange Agreement (Quark Technology Global Inc.)

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Non-Registration. The Shareholder understands Shareholders understand that the Parent Stock has 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 Specific exemption from the registration provisions of the Securities Act which that 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. The non-registration shall have no prejudice with respect to any rights, interests, benefits and entitlements attached to the Parent Stock Shares in accordance with the Parent charter documents or the laws of its jurisdiction of incorporation.

Appears in 1 contract

Samples: Share Exchange Agreement (Cubed, Inc.)

Non-Registration. The Shareholder understands Parties understand that the Parent Stock 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. The non-registration shall have no prejudice with respect to any rights, interests, benefits and entitlements attached to the Parent Stock in accordance with the Parent charter documents or the laws of its jurisdiction of incorporation.

Appears in 1 contract

Samples: Share Exchange Agreement (BTHC Iii Inc.)

Non-Registration. The Shareholder understands that the Parent Stock 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. The non-registration shall have no prejudice with respect to any rights, interests, benefits and entitlements attached to the Parent Stock in accordance with the Parent Parent’s charter documents or the laws of its jurisdiction of incorporation.

Appears in 1 contract

Samples: Share Exchange Agreement (Sunset Suits Holdings, Inc.)

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