Common use of Non-Registration Clause in Contracts

Non-Registration. The Shareholder understands that the Exchange Consideration 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 Exchange Consideration in accordance with the Buyer charter documents or the laws of its jurisdiction of incorporation.

Appears in 3 contracts

Samples: Share Exchange Agreement (DatChat, Inc.), Share Exchange Agreement (Optimus Healthcare Services, Inc.), Share Exchange Agreement (Optimus Healthcare Services, Inc.)

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Non-Registration. The Shareholder understands that the Exchange Consideration 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 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 Exchange Consideration Shares in accordance with the Buyer charter documents or the laws of its jurisdiction of incorporation.

Appears in 2 contracts

Samples: Share Exchange Agreement (Madison Technologies Inc.), Share Exchange Agreement (Madison Technologies Inc.)

Non-Registration. The Shareholder Seller understands that the Exchange Consideration 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 ShareholderSeller’s representations as expressed herein. The non-registration shall have no prejudice with respect to any rights, interests, benefits and entitlements attached to the Exchange Consideration in accordance with the Buyer charter documents Buyer’s Organizational Documents or the laws of its jurisdiction of incorporation.

Appears in 1 contract

Samples: Equity Exchange Agreement (Collective Audience, Inc.)

Non-Registration. The Shareholder Each Seller understands that the Exchange Consideration 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 ShareholderSeller’s representations as expressed herein. The non-registration shall have no prejudice with respect to any rights, interests, benefits and entitlements attached to the Exchange Consideration in accordance with the Buyer charter documents Buyer’s Organizational Documents or the laws of its jurisdiction of incorporation.

Appears in 1 contract

Samples: Share Exchange Agreement (Collective Audience, Inc.)

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Non-Registration. The Shareholder understands that the Exchange Consideration 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 's representations as expressed herein. The non-registration shall have no prejudice with respect to any rights, interests, benefits and entitlements attached to the Exchange Consideration in accordance with the Buyer charter documents or the laws of its jurisdiction of incorporation.

Appears in 1 contract

Samples: Share Exchange Agreement (Avant Diagnostics, Inc)

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