Securities Laws Exemption Sample Clauses

Securities Laws Exemption. Each Seller shall take all necessary actions and execute such additional documents as needed such that the issuance of Common Stock pursuant to this Agreement and any ancillary documents shall qualify for an exemption from registration under the federal securities laws and any applicable state securities laws.
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Securities Laws Exemption. Based on the representations and warranties of the Exchanging Owners contained herein, the offer and sale of the Holdco Units and Holdco Manager Common Shares will be exempt from the registration provisions of the Securities Act.
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Securities Laws Exemption. Each Stockholder acknowledges that as of the Closing Date the Holding Common will not have been registered under the Securities Act of 1933, as EQUITY CONTRIBUTION AGREEMENT 3 amended (the "Securities Act"), or any state securities or blue sky laws. Each Stockholder represents that it is acquiring the Holding Common as principal for its own account, for investment only, and not with a view to the resale or distribution thereof except in accordance with applicable securities laws.
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Securities Laws Exemption. The issuance of all shares of Parent Common Stock contemplated by this Agreement in connection with the Membership Interest Purchase and the other Transactions shall validly qualify for an exemption from the registration and prospectus delivery requirements of the Securities Act pursuant to Regulation D and the equivalent state “blue sky” Legal
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Securities Laws Exemption. Each Principal Stockholder has completed a Questionnaire conforming in form and substance to Exhibit 3.28 hereto (the "Stockholder's Questionnaire") setting forth information regarding such Principal Stockholder and containing such representations, warranties and agreements of such Principal Stockholder necessary for 23 Symposium to establish that the issuance of the Merger Shares and, if applicable, Warrants to such Principal Stockholder pursuant to this Agreement may be effected without registration pursuant to applicable Federal and state securities laws. To the Best Knowledge of WeFusion, the information set forth in each such Stockholder Questionnaire is true and correct as of the date hereof and will be true and correct as of the Effective Time.
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Securities Laws Exemption. Such Principal Stockholder has completed a Stockholder's Questionnaire setting forth information regarding such Stockholder and containing such representations, warranties and agreements of such Principal Stockholder as necessary for Symposium to establish that the issuance of the Merger Shares and, if applicable, Warrants to such Principal Stockholder pursuant to this Agreement may be effected without registration pursuant to applicable Federal and state securities laws. The information set forth in each such Stockholder Questionnaire is true and correct as of the date hereof and will be true and correct as of the Effective Time.
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Related to Securities Laws Exemption

  • Securities Law Exemption Assuming the truth and accuracy of each Investor’s representations set forth in this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement are exempt from the registration requirements of the Securities Act and applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf has taken or will take any action hereafter that would cause the loss of such exemption.

  • Securities Law Exemptions Assuming the accuracy of the representations and warranties of the Initial Purchasers contained in Section 1(b) (including Annex C hereto) and their compliance with their agreements set forth therein, it is not necessary, in connection with the issuance and sale of the Securities to the Initial Purchasers and the offer, resale and delivery of the Securities by the Initial Purchasers in the manner contemplated by this Agreement, the Time of Sale Information and the Offering Memorandum, to register the Securities under the Securities Act or to qualify the Indenture under the Trust Indenture Act.

  • Securities Act Exemption Neither the Holder nor anyone acting on behalf of the Holder has received any commission or remuneration directly or indirectly in connection with or in order to solicit or facilitate the Exchange. The Holder understands that the Exchange contemplated hereby is intended to be exempt from registration by virtue of Section 3(a)(9) of the Securities Act. The Holder understands that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for the exemption under Section 3(a)(9) of the Securities Act as well as qualifying for exemptions under applicable state securities laws.

  • Securities Exemptions The offer and sale of the Purchased Securities to the Purchasers pursuant to this Agreement shall be exempt from the registration requirements of the Securities Act and the registration and/or qualification requirements of all applicable state securities laws.

  • Securities Laws Upon the acquisition of any Shares pursuant to the exercise of the Option, the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Agreement.

  • FINRA Exemption To enable Xxxxx to rely on Rule 5110(b)(7)(C)(i) of FINRA, the Company represents that the Company (i) has a non-affiliate, public common equity float of at least $150 million or a non-affiliate, public common equity float of at least $100 million and annual trading volume of at least three million shares and (ii) has been subject to the Exchange Act reporting requirements for a period of at least 36 months.

  • Securities Law Executive has not been found in a civil action by the Securities and Exchange Commission, Commodity Futures Trading Commission, a state securities authority or any other regulatory agency to have violated any federal, state or other securities or commodities law.

  • Regulation S Exemption The Purchaser understands that the Shares are being offered and sold to it in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of the Purchaser to acquire the Shares. In this regard, the Purchaser represents, warrants and agrees that:

  • Offering Exemption Assuming the truth and accuracy of the representations and warranties contained in Section 7, this issuance and delivery to the Holder of this Note is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and will be registered or qualified (or exempt from registration or qualification) under applicable state securities and “blue sky” laws, as currently in effect.

  • Section 16(b) Exemption The Company shall take all actions reasonably necessary to cause the transactions contemplated by this Agreement and any other dispositions of equity securities of the Company (including derivative securities) in connection with the transactions contemplated by this Agreement by each individual who is a director or executive officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.

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