Private Placement of Parent Common Stock. As of the Effective Time, the Parent shall have completed a private placement of Parent Common Stock to accredited investors only, through a registered broker-dealer, pursuant to Regulation D and Rule 506 promulgated under the Securities Act. Assuming (a) all offers and sales by Sterling Financial Investment Group, acting as exclusive placement agent, have been or will be made only in a manner complying with the terms of the Private Placement Subscription Agreement, the Memorandum and all applicable state securities laws and similar laws, (b) the full and complete performance of covenants of Sterling Financial Investment Group as set forth in that certain Placement Agent Agreement dated October 22, 2003, between Sterling Financial Investment Group and the Company, and (c) the accuracy and completeness of the representations, warranties and information provided by investors in the Private Placement Subscription Agreements, such Private Placement shall be conducted in compliance with all federal and state securities laws and other applicable laws.
Appears in 4 contracts
Samples: Agreement of Merger and Plan of Reorganization (Lions Gate Investment LTD), Agreement of Merger and Plan of Reorganization (Lions Gate Investment LTD), Agreement of Merger and Plan of Reorganization (Lions Gate Investment LTD)
