Private Placement Exemption. Each of the Allegiance Parties understands that the Common Stock has not been registered under the Securities Act, nor qualified under any state securities laws, and that it has been offered and sold pursuant to an exemption from such registration and qualification based in part upon the representations of each of the Allegiance Parties contained herein.
Private Placement Exemption. (i) The Subscriber and, if applicable, the Beneficial Purchaser, is resident in one of the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, Newfoundland and Labrador, New Brunswick, Nova Scotia, Xxxxxx Xxxxxx Island, or Northwest Territories or Yukon, and is entitled under applicable provincial securities laws to purchase the Units without the benefit of a prospectus qualified under those securities laws;
(ii) The Subscriber is purchasing the Units as principal for its own account or for the account of a Beneficial Purchaser;
(iii) The Subscriber is purchasing the Units for purposes of investment by the Subscriber or a Beneficial Purchaser only, and not with a view to the resale, distribution or other disposition of all or any of the Units;
(iv) The Subscriber is an “accredited investor”, as such term is defined in National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) and Section 73.3 of the Securities Act (Ontario);
(v) If the Subscriber is acting on behalf of a Beneficial Purchaser, the Subscriber has confirmed that such Beneficial Purchaser is an “accredited investor”, as such term is defined in NI 45-106; and
(vi) The Subscriber has concurrently executed and delivered an Accredited Investor Certificate in the form attached as Schedule A to this Agreement, which Schedules are true and correct and shall thereupon be incorporated into and be deemed for all purposes to form a part of this Agreement.
Private Placement Exemption. Seller acknowledges that the issuance of shares of common stock of Buyer ("Share" or "Shares") to Seller pursuant to this Agreement is not being registered under the Securities Act of 1933, as amended (the "Securities Act"), but rather is being made privately on behalf of Buyer, in reliance upon exemptions from the Securities Act and applicable state Blue Sky or securities laws. Seller further acknowledges that the representations and warranties set forth in this Section are needed by Buyer in order to ensure the availability of such exemptions and to determine (a) whether an investment in the Shares is suitable for Seller and (b) whether Seller has such knowledge and experience in financial and business matters that Seller is capable of evaluating the merits and risks of an investment in the Shares. Seller has been advised that the consummation of the transaction contemplated by this Agreement (the "Transaction") and the issuance of Shares to Seller pursuant thereto is among other things conditioned upon the covenants and agreements of Seller set forth in this Section.
Private Placement Exemption. The issuance of shares of Meadowbrook Common pursuant to the Merger will be exempt from the registration requirements of Section 5 of the Securities Act pursuant to an appropriate exemption available under Regulation D under the Securities Act.
Private Placement Exemption. (a) Other than a distribution of the Parent Common Stock to the Seller Interest Holders and other Continuing Employee Stockholders in accordance with the terms of this Agreement, Seller has no present intention of distributing any portion of such shares of Parent Common Stock (or any interest therein) in violation of applicable securities laws. Seller understands that the shares of Parent Common Stock so issued to Seller will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) at the time of such issuance 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 Seller’s investment intent as expressed herein.
(b) Seller has such knowledge and experience in financial and business matters that Seller is capable of evaluating the merits and risks of an investment in Parent Common Stock and protecting Seller’s own interests in connection with such investment.
(c) Seller acknowledges that it is sufficiently aware of the Parent’s business affairs and financial condition and has acquired sufficient information about Parent to reach an informed and knowledgeable investment decision with respect to acquiring shares of Parent Common Stock pursuant to this Agreement. Seller has relied upon, and is making its investment decision upon, the information made available to Seller and other information publicly available about Parent.
(d) Seller is not acquiring the shares of Parent Common Stock as a result of any general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act), including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.
(e) With respect to the tax and other economic considerations involved in acquiring the shares of Parent Common Stock, Seller is not relying on Parent or Buyer, and Seller has carefully considered and has, to the extent Seller believes such discussion necessary, discussed with Seller’s professional legal, tax, accounting and financial advisors the implications of acquiring the shares of Parent Common Stock for the Seller’s particular tax, financial and accounting situation.
Private Placement Exemption. The issuance of shares of X-ceed Common Stock is intended to be exempt from registration requirements of Section 5 of the Securities Act pursuant to an appropriate exemption available under Section 4(2) or Regulation D promulgated thereunder.
Private Placement Exemption. No greater than thirty-five (35) Company Stockholders shall have indicated that they are Unaccredited Investors pursuant to Investment Representation Letters delivered to Acquiror.
Private Placement Exemption. The parties to this Agreement intend that EOL shall issue the shares of EOL Common Stock hereunder pursuant to a private placement under Section 4(2) of the Securities Act and applicable state securities laws. The shares of EOL Common Stock shall constitute "RESTRICTED SECURITIES" within the meaning of the Securities Act. The certificates for EOL Common Stock to be issued in the Merger shall bear appropriate legends to identify such shares as being restricted under the Securities Act. FIS shall use its best efforts to furnish EOL with all information concerning FIS and the Principal Stockholders as EOL may reasonably request in connection with establishing the availability of federal and state private placement exemptions for any action contemplated by this Section 7.12.
Private Placement Exemption. Section 6.1 Company Representation Section 6.2 Purchaser Representations and Agreement SECTION 7. PAYMENT OF EXPENSES; BROKERAGE FEES.
Private Placement Exemption. The issuance of iPIX Shares provided for in this Agreement is intended to be a private placement of such securities exempt from 38 44 registration under the federal and state securities laws. In the event for any reason that iPIX determines that the contemplated exemption is not available, iPIX agrees as follows: (i) it will promptly notify PictureWorks in writing; (ii) it may not terminate this Agreement by operation of Section 8.1(b)(ii) or on any other basis due to the failure to timely perfect such exemption under any circumstances; and (iii) it shall immediately commence to use its reasonable best efforts to either register the issuance of the iPIX Shares with the SEC or perfect an alternative exemption reasonably satisfactory to PictureWorks (it being understood that, under present law, an issuance in reliance upon Section 3(a)(10) of the Securities Act of 1933 based on receipt of a permit granted subsequent to a hearing as to the fairness of the transaction conducted by the California Commissioner of Corporations would be acceptable to PictureWorks), in any such case with the objective of closing the Merger as soon as possible.
