Sale of Shares Pursuant to Regulation D. The parties hereto acknowledge and agree that the shares of NetRatings Common Stock issuable to ACN pursuant to Section 2.6 hereof shall constitute "restricted securities" within the Securities Act. The certificates of NetRatings Common Stock shall bear the legends set forth in Section 2.6(i).
Sale of Shares Pursuant to Regulation D. The parties hereto acknowledge and agree that the shares of Parent Common Stock issuable to the Company Shareholders pursuant to Section 1.6 hereof shall constitute "restricted securities" under the Securities Act. The certificates of Parent Common Stock shall bear the legends set forth in Section 1.6(h). It is acknowledged and understood that Parent is relying on certain written representations made by each Company Shareholder. Company will use its best efforts to cause each Company Shareholder to execute and deliver to Parent an Investor Representation Statement in the form attached hereto as Exhibit 5.3 (the "Investor Representation Statement") prior to the Closing Date.
Sale of Shares Pursuant to Regulation D. The parties hereto acknowledge and agree that the shares of Acquiror Common Stock issuable to the Target Shareholder pursuant to Section 1.6 hereof, shall constitute "restricted securities" within the Securities Act. The certificates of Acquiror Common Stock shall bear the legends set forth in Section 1.6(f). It is acknowledged and understood that Acquiror is relying on certain written representations made by Target Shareholder.
Sale of Shares Pursuant to Regulation D. The parties hereto acknowledge and agree that the shares of Acquiror Common Stock issuable to the Target shareholders pursuant to Section 2.6 hereof shall constitute "restricted securities" within the Securities Act. The certificates of Acquiror Common Stock shall bear the legends set forth above. Target will use its best efforts to cause each Target shareholder to execute and deliver to Acquiror an Investor Representation Statement in the form attached hereto as Exhibit B. It is acknowledged and understood that Acquiror is relying on the written representations made by each shareholder of Target in the Investor Representation Statements.
Sale of Shares Pursuant to Regulation D. The parties hereto acknowledge and agree that the shares of Parent Common Stock issuable to the Holders pursuant to Section 2.1 hereof shall constitute “restricted securities” under the Securities Act. All such Holders shall be accredited investors. The certificates of Parent Common Stock shall bear the legend set forth in Section 2.10. It is acknowledged and understood that Parent is relying on certain written representations made by each of the Holders. HoldCo will use its commercially reasonable efforts to cause each Holder to execute and deliver to Parent an Investor Representation Statement in the form attached hereto as Exhibit D (the “Investor Representation Statement”) prior to the Closing Date.
Sale of Shares Pursuant to Regulation D. The parties hereto acknowledge and agree that the Xxxxxxx Shares issuable to STEAG pursuant to Article II hereof, shall constitute "restricted securities" under the Securities Act. Until such time as such shares are no longer "restricted securities" under the Securities Act, the certificates of Xxxxxxx Common Stock shall bear the legend set forth in Section 2.5 hereof.
Sale of Shares Pursuant to Regulation D. The parties hereto acknowledge and agree that the shares of PURCHASER Common Stock issuable to the TARGET shareholders pursuant to Article 3 hereof, shall constitute "restricted securities" within the 1933 Act. The certificates of PURCHASER Common Stock shall bear a legend to such effect. It is acknowledged and understood that PURCHASER is relying on certain written representations made by each TARGET stockholder. TARGET will use its reasonable best efforts to cause each TARGET stockholder to execute and deliver to PURCHASER an Investor Representation Statement in substantially the form of Exhibit 3 hereto.
Sale of Shares Pursuant to Regulation D. The parties hereto acknowledge and agree that the shares of Parent Common Stock issuable to the holders of the Series AA Preferred Stock and Series BB Preferred Stock and the holders of Company Warrants pursuant to Section 2.1 hereof shall constitute “restricted securities” under the Securities Act. All such holders shall be accredited investors. The certificates of Parent Common Stock shall bear the legend set forth in Section 2.7. It is acknowledged and understood that Parent is relying on certain written representations made by each holder of Series AA Preferred Stock, Series BB Preferred Stock and Company Warrants. Company will use its commercially reasonable efforts to cause each holder of Series AA Preferred Stock, Series BB Preferred Stock and Company Warrants to execute and deliver to Parent an Investor Representation Statement in the form attached hereto as Exhibit B (the “Investor Representation Statement”) prior to the Closing Date.
Sale of Shares Pursuant to Regulation D. Each of Buyer and Seller shall use reasonable best efforts to cause the issuance of the shares of Buyer Common Stock to be issued in the Asset Purchase pursuant to an exemption under Regulation D promulgated under the Securities Act.
Sale of Shares Pursuant to Regulation D. The parties hereto acknowledge and agree that the shares of Nayna Common Stock issxxxxx to the SSDI shareholders pursuant to Section y2.6 hereof shall constitute "restricted securities" within the Securities Act. The certificates of Nayna Common Stock shaxx xxar the legends set forth in Section y2.6(f). SSDI will use its best efforts to cause each SSDI shareholder to execute and deliver to Nayna an Investor Reprxxxxxation Statement in the form attached hereto as Exhibit D. It is acknowledged and understood that Nayna is relying on thx xxxtten representations made by each shareholder of SSDI in the Investor Representation Statements.
