Common use of Private Placement Status Clause in Contracts

Private Placement Status. Neither the Company nor any agent nor other person acting on the Company's behalf will do or cause to be done (or will omit to do or to cause to be done) any act which act (or which omission) would result in bringing the issuance or sale of the Shares, and the issuance of Common Stock upon conversion of the Shares, within the provisions of Section 5 of the Securities Act or the filing, notification or reporting requirements of any state securities law, except for filings, notices or reports pursuant to state securities laws which have already been made or which are contemplated in connection with the private offering and sale of the Shares.

Appears in 2 contracts

Samples: Stock Purchase Agreement (PNV Net Inc), Stock Purchase Agreement (Park N View Inc)

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Private Placement Status. Neither the Company nor any agent nor other person Person acting on the Company's behalf will do or cause to be done (or will omit to do or to cause to be done) any act which act (or which omission) would result in bringing the issuance or sale of the Shares, and Shares or the issuance of Common Stock upon conversion of the Shares, Conversion Shares within the provisions of Section 5 of the Securities Act or the filing, notification or reporting requirements of any state securities lawlaw (other than in accordance with a registration and qualification of Conversion Shares pursuant to Section 7.17 hereof), except for filings, notices or reports pursuant to state securities laws which have already been made or which are contemplated in connection with the private offering and sale of the Shares.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Energy Biosystems Corp), Stock Purchase Agreement (Keystone Inc Et Al)

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Private Placement Status. Neither the Company nor any agent nor other person Person acting on the Company's behalf will do or cause to be done (or will omit to do or to cause to be done) any act which act (or which omission) would result in bringing the issuance or sale exchange of the Shares, and Shares or the issuance of Common Stock upon conversion of the Shares, Conversion Shares within the provisions of Section 5 of the Securities Act or the filing, notification or reporting requirements of any state securities lawlaw (other than in accordance with a registration and qualification of Conversion Shares pursuant to Section 7.17 hereof), except for filings, notices or reports pursuant to state securities laws which have already been made or which are contemplated in connection with the private offering and sale exchange of the Shares.

Appears in 1 contract

Samples: Stock Exchange Agreement (Energy Biosystems Corp)

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