Private Transaction Sample Clauses
A Private Transaction clause defines the terms under which a transaction is conducted confidentially between the involved parties, restricting disclosure of its details to outsiders. Typically, this clause applies to sensitive business deals, mergers, or acquisitions, where the parties agree not to share information about the transaction, such as pricing, terms, or even the existence of the deal, except as required by law or to certain advisors. Its core practical function is to protect proprietary or sensitive information, thereby reducing the risk of competitive disadvantage or unwanted public scrutiny.
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Private Transaction. The Shareholders understand that the Shares issued pursuant to this Agreement, have not been nor will they be registered under the Securities Act of 1933 as amended ("'33 Act"), but are issued pursuant to exemptions from registration of the '33 Act, and Purchaser's reliance on such exemptions in issuing the Shares is predicated in part on the representations of the Shareholders, to be executed by the Shareholders and delivered to Purchaser at Closing.
Private Transaction. Buyer understand that the sale of Shares is not being registered on the basis that this purchase and sale is exempt from registration under applicable securities rules and regulations, including but not limited to the US Securities Act of 1933, as amended (the “Act”), and other applicable US and foreign state and federal rules and regulations. Further, Purchaser is acquiring the Shares for its own account and investment purposes and not as a nominee and not with a view to the distribution thereof. Purchaser understands that it must bear the economic risk of this investment indefinitely unless the Shares are registered pursuant to the Act, or an exemption from such registration is available; and,
Private Transaction. At no time was the Subscriber -------------------- presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement or any other form of general advertising.
Private Transaction. Assuming the accuracy of the Purchaser’s representations and warranties set forth herein, no registration under the 1933 Act is required for the offer, transfer and sale of the Shares, by the Shareholder to Purchaser as contemplated hereby.
Private Transaction. Any transaction or series of transactions not covered in paragraphs (1) through (5) above the result of which is the suspension of the Company’s duty to file reports under the Exchange Act as a result of the remaining number of holders of the Company’s common stock following such transaction or series of transactions.
Private Transaction. At no time was a Purchaser presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement or any other form of general advertising.
Private Transaction. This is a private transaction negotiated with, and tailored to, each Purchaser and no Securities were offered or sold to any Purchaser by means of any form of general solicitation or general advertising. This transaction does not rely on Regulation D under the Securities Act (and, therefore, the Company does not intend or need to file a Form D).
Private Transaction. The parties agree that the transfer of Shares contemplated by this Agreement shall be a private transaction and not effected through any broker or dealer or by the use of any facility of any national securities exchange or interdealer quotation system.
Private Transaction. That at no time was he presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement or any other form of general advertising.
Private Transaction. Investors and ERFW understand each that the sale and exchange of securities contemplated herein constitutes a private, arms-length transaction between a willing seller and a willing buyer without the use or reliance upon a broker, distribution or securities underwriter.