Private Placement of Shares. (i) Neither the Trust nor any of its affiliates (as defined in Rule 501(b) of Regulation D under the Securities Act (“Regulation D”)) has, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) that is or will be integrated with the sale of the Shares in a manner that would require registration of the Shares under the Securities Act.
Private Placement of Shares. The shares of Purchaser Common Stock issuable hereunder shall be issued in a private placement in accordance with applicable federal and state securities laws and will not be registered for resale under the Securities Act.
Private Placement of Shares. (a) The Placement Agent understands and agrees that Shares of the Series may only be offered and sold to other investment companies, registered broker-dealers, insurance company separate accounts, common or commingled trust funds, group trusts or similar organizations or entities or persons ("Qualified Investors") that are "accredited investors" within the meaning of Regulation D under the Securities Act of 1933, as amended ("1933 Act"), in private placement transactions that do not involve a "public offering" within the meaning of Section 4(2) of the 1933 Act ("Private Placements").
Private Placement of Shares. 1. Delivery - please deliver the Shares to: ____________________________________
Private Placement of Shares. The Parties represent and acknowledge that Buyer was not contacted by any form of public solicitation by Sellers and both Buyer and Sellers have privately negotiated this Agreement.
Private Placement of Shares. All of the shares of Acquiror Stock issued in exchange for the outstanding shares of Company Common Stock held by the Stockholders in connection with the Merger will be subject to the restrictions upon transfer of such shares as imposed on unregistered shares by the rules of the Securities and Exchange Commission. The Acquiror Stock issued in connection with the Merger will be “restricted securities” under the Securities Act and Rule 144 promulgated thereunder and may only be sold or otherwise transferred pursuant to an effective registration statement under the Securities Act and applicable state securities laws or pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.
Private Placement of Shares. Solely in the event that there are insufficient subscription rights available to the Lender (whether by exercise of its basic subscription right or its over-subscription privilege) to purchase $5,000,000 of Shares in the Rights Offering, immediately following the closing of the Rights Offering, the Borrower shall issue in a private placement to Lender, and the Lender shall subscribe for, that number of Shares equal to (i) (a) $5,000,000, minus (b) the aggregate subscription price paid by the Lender in the Rights Offering for Shares purchased therein, divided by (ii) the subscription price per whole Share set forth in the Rights Offering (such Shares, the “Private Placement Shares”). The Private Placement Shares shall be issued at a price per Share equal to the subscription price per whole Share set forth in the Rights Offering.
