Common use of Offering of Securities Clause in Contracts

Offering of Securities. Neither the Company nor any Person acting on its behalf has taken any action which would subject the offering, issuance or sale of the Shares to the registration requirements of the Securities Act. Neither the Company nor any Person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Shares pursuant to the transactions contemplated by the Agreement. Assuming the accuracy of the Purchaser’s representations and warranties set forth in this Agreement, no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the Purchaser.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Quaint Oak Bancorp Inc), Stock Purchase Agreement (Quaint Oak Bancorp Inc), Stock Purchase Agreement (Quaint Oak Bancorp Inc)

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Offering of Securities. Neither the Company nor any Person acting on its behalf has taken any action which would subject the offering, issuance or sale of the Shares Notes to the registration requirements of the Securities Act. Neither the Company nor any Person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation DD under the Securities Act) in connection with any offer or sale of the Shares Notes pursuant to the transactions contemplated by the AgreementContemplated Transactions. Assuming the accuracy of the each Purchaser’s representations and warranties set forth in this Agreement, no registration under the Securities Act is required for the offer and sale of the Shares Notes by the Company to the PurchaserPurchasers.

Appears in 2 contracts

Samples: Subordinated Note Purchase Agreement (First Western Financial Inc), Subordinated Note Purchase Agreement (First Savings Financial Group Inc)

Offering of Securities. Neither the Company nor any Person acting on its behalf has taken any action which would subject the offering, issuance or sale of the Shares Subordinated Notes to the registration requirements of the Securities Act. Neither the Company nor any Person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Shares Subordinated Notes pursuant to the transactions contemplated by the AgreementTransaction Documents. Assuming the accuracy of the Purchaser’s Purchasers’ representations and warranties set forth in this Agreement, no registration under the Securities Act is required for the offer and sale of the Shares Subordinated Notes by the Company to the PurchaserPurchasers.

Appears in 2 contracts

Samples: Subordinated Note Purchase Agreement (Quaint Oak Bancorp Inc), Subordinated Note Purchase Agreement (Village Bank & Trust Financial Corp.)

Offering of Securities. Neither the Company nor any Person acting on its behalf has taken any action which would subject the offering, issuance or sale of the Shares to the registration requirements of the Securities Act. Neither the Company nor any Person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation DD under the Securities Act) in connection with any offer or sale of the Shares pursuant to the transactions contemplated by the AgreementShares. Assuming the accuracy of the each Purchaser’s representations and warranties set forth in this Agreement, no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the PurchaserPurchasers.

Appears in 1 contract

Samples: Stock Purchase Agreement (Investar Holding Corp)

Offering of Securities. Neither the Company nor any Person acting on its behalf has taken any action which would subject the offering, issuance or sale of the Shares Note to the registration requirements of the Securities Act. Neither the Company nor any Person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation DD under the Securities Act) in connection with any offer or sale of the Shares Note pursuant to the transactions contemplated by the AgreementTransaction Documents. Assuming the accuracy of the Purchaser’s representations and warranties set forth in this Agreement, no registration under the Securities Act is required for the offer and sale of the Shares Note by the Company to the Purchaser.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (Citizens Community Bancorp Inc.)

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Offering of Securities. Neither the Company nor any Person acting on its behalf has taken any action which would subject the offering, issuance or sale of the Shares Notes to the registration requirements of the Securities Act. Neither the Company nor any Person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Shares Subordinated Notes pursuant to the transactions contemplated by the AgreementTransaction Documents. Assuming the accuracy of the Purchaser’s Purchasers’ representations and warranties set forth in this Agreement, no registration under the Securities Act is required for the offer and sale of the Shares Subordinated Notes by the Company to the PurchaserPurchasers.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (BankGuam Holding Co)

Offering of Securities. Neither the Company nor any Person acting on its behalf has taken any action which would subject the offering, issuance or sale of the Shares Subordinated Notes to the registration requirements of the Securities Act. Neither the Company nor any Person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation DD under the Securities Act) in connection with any offer or sale of the Shares pursuant to the transactions contemplated by the AgreementSubordinated Notes. Assuming the accuracy of the each Purchaser’s representations and warranties set forth in this Agreement, no registration under the Securities Act is required for the offer and sale of the Shares Subordinated Notes by the Company to the PurchaserPurchasers.

Appears in 1 contract

Samples: Subordinated Note Purchase Agreement (Investar Holding Corp)

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