Common use of Offering Exemption Clause in Contracts

Offering Exemption. Each of the Members understands that the shares of Buyer Common Stock to be acquired by him, her or it pursuant to the Membership Interest Purchase have not been registered under the Securities Act, nor qualified under any state securities Laws, and that such shares of Buyer Common Stock are being offered and sold pursuant to an exemption from such registration and qualification based in part upon the representations contained herein. Each of the Members is an “accredited investor” as defined under Rule 501 promulgated under the Securities Act.

Offering Exemption. Each of the Members Stockholder understands that the shares of Buyer Purchaser Common Stock to be acquired by him, her or it pursuant to the Membership Interest Purchase this Agreement have not been registered under the Securities Act, nor qualified under any state securities Laws, and that such shares of Buyer Purchaser Common Stock are being offered and sold pursuant to an exemption from such registration and qualification based in part upon the representations contained herein. Each of the Members Such Stockholder is an “accredited investor” as defined under Rule 501 promulgated under the Securities Act.

Offering Exemption. Each of the Members Such Designated Stockholder understands that the shares of Buyer Parent Common Stock to be acquired by him, her or it such Stockholder pursuant to the Membership Interest Purchase Merger have not been registered under the Securities Act, nor qualified under any state securities Laws, and that such shares of Buyer Parent Common Stock are being offered and sold pursuant to an exemption from such registration and qualification based in part upon the representations contained herein. Each of the Members Such Stockholder is an “accredited investor” as defined under Rule 501 promulgated under the Securities Act.

Offering Exemption. Each of the Members The Member understands that the shares of Buyer Common Stock to be acquired by him, her or it the Member pursuant to the Membership Interest Unit Purchase have not been registered under the Securities Act, nor qualified under any state securities Laws, and that such shares of Buyer Common Stock are being offered and sold pursuant to an exemption from such registration and qualification based in part upon the representations contained herein. Each of the Members The Member is an “accredited investor” as defined under Rule 501 promulgated under the Securities Act.

Offering Exemption. Each of the Members Such Stockholder understands that the shares of Buyer Common Stock to be acquired by him, her or it such Stockholder pursuant to the Membership Interest Share Purchase have not been registered under the Securities Act, nor qualified under any state securities Laws, and that such shares of Buyer Common Stock are being offered and sold pursuant to an exemption from such registration and qualification based in part upon the representations contained herein. Each of the Members Such Stockholder is an “accredited investor” as defined under Rule 501 promulgated under the Securities Act.

Offering Exemption. Each of the Members Shareholders understands that the shares of Buyer Common Stock to be acquired by him, her or it him pursuant to the Membership Interest Share Purchase have not been registered under the Securities Act, nor qualified under any state securities Laws, and that such shares of Buyer Common Stock are being offered and sold pursuant to an exemption from such registration and qualification based in part upon the representations contained herein. Each of the Members Shareholders is an “"accredited investor” " as defined under Rule 501 promulgated under the Securities Act.