Securities Laws Issues. Parent intends to issue the Parent Shares as provided in this Agreement pursuant to (a) a “private placement” exemption or exemptions from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Regulation D promulgated under the Securities Act and (b) an exemption from qualification under the laws of the State of California and other applicable state securities laws. Parent and the Company shall comply with all applicable provisions of and rules under the Securities Act and applicable state securities laws in connection with the offering and issuance of the Parent Shares pursuant to this Agreement. Such Parent Shares will be “restricted securities” under the Federal and state securities laws and cannot be offered or resold except pursuant to registration under the Securities Act or an available exemption from registration.
Securities Laws Issues. Parent shall issue the Parent Shares and Parent Warrants as provided in Section 2.01, the shares of Parent Common Stock as provided in Section 2.06 of this Agreement and the Redemption Liability Shares and Redemption Warrants pursuant to a “private placement” exemption or exemptions from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Regulation D promulgated under the Securities Act and an exemption from qualification under the laws of the State of Texas and other applicable state securities laws notwithstanding that the Parent Shares, Parent Warrants, Redemption Liability Shares, Redemption Warrants, and Parent Common Stock issuable pursuant to an Earnout Award shall be entitled to their respective rights specified in the Registration Rights Agreement. Parent and the Company shall comply with all applicable provisions of, and rules under, the Securities Act and applicable state securities laws in connection with the offering and issuance of the shares of Parent Common Stock pursuant to this Agreement. Such Parent Shares, Parent Warrants, Redemption Liability Shares, Redemption Warrants and Parent Common Stock issuable pursuant to an Earnout Award will be “restricted securities” under the Federal and state securities laws and cannot be offered or resold except pursuant to registration under the Securities Act or an available exemption from registration.
Securities Laws Issues. Acquiror intends to issue the shares of Acquiror Common Stock as provided in this Agreement pursuant to a “private placement” exemption or exemptions from registration under Section 4(2) of the Securities Act and/or Regulation D promulgated under the Securities Act and an exemption from qualification under the laws of the States of California, Delaware and Massachusetts and other applicable state securities laws. Acquiror and Target shall comply with all applicable provisions of and rules under the Securities Act and applicable state securities laws in connection with the offering and issuance of the shares of Acquiror Common Stock pursuant to this Agreement. Such shares of Acquiror Common Stock will be “restricted securities” under the Federal and state securities laws and cannot be offered or resold except pursuant to registration under the Securities Act or an available exemption from registration.
Securities Laws Issues. MarketWatch shall issue the shares of MarketWatch Common Stock to be issued to the Charts Shareholders in the Merger pursuant to Section 2.1.2 pursuant to an exemption or exemptions from registration under Section 4(2) of the 1933 Act and/or Regulation D promulgated under the 1933 Act, the exemption from the "blue sky" laws qualification under Minnesota Statutes Section 80A.15, subd. 2(h) and exemptions from the qualification or registration requirements of all other applicable state "blue sky" securities laws. Charts and MarketWatch shall jointly prepare an information statement or proxy statement (which must be acceptable to MarketWatch) to be provided to Charts' shareholders in connection with the consideration of the approval of the Merger by Charts' shareholders and the offering and issuance of shares of MarketWatch Common Stock to Charts' shareholders in the Merger (the "INFORMATION STATEMENT"). MarketWatch and Charts shall comply with all applicable provisions of, and rules under, the 1933 Act in connection with offering and issuance of shares of MarketWatch common stock in the Merger. As a condition precedent to receiving any share certificates for shares of MarketWatch Common Stock issued in the Merger as contemplated by Article 7 and Article 9, each Charts Shareholder shall execute and deliver to MarketWatch an Investment Representation Letter in the form and substance of Exhibit E attached hereto (the "INVESTMENT REPRESENTATION LETTER") as well as a Purchaser Questionnaire in the form and substance of Exhibit F attached hereto (the "PURCHASER QUESTIONNAIRE").
Securities Laws Issues. (a) Holdings understands that the Emergent Common Stock to be issued under this Agreement constitutes “restricted securities” and has not been registered under the Securities Act or any applicable state securities law and represents that it is acquiring the Emergent Common Stock for its own account and not with a view to or for distributing or reselling such shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such shares in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such shares (this representation and warranty not limiting Holdings’ right to sell such shares in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law.
(b) Holdings is (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. Holdings is not organized for the purpose of acquiring the Emergent Common Stock and is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.
(c) Holdings, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the Transactions, and has so evaluated the merits and risks of such Transactions. Holdings is able to bear the economic risk of performing this Transactions and, at the present time, is able to afford a complete loss of its investment in the Emergent Common Stock.
(d) Holdings is not obtaining the Emergent Common Stock as a result of any advertisement, article, notice or other communication regarding such shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.
(e) Holdings acknowledges that it has reviewed the SEC Documents and the Transaction Documents and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of Emergent concerning the terms and conditions of the Transaction and the merits and risks of obtaining the Emergent Common Stock; (i...
Securities Laws Issues. IMSI shall issue the Exchange Shares pursuant to an exemption from registration under Section 4(2) and/or Regulation D promulgated under the 1933 Xxx.
Securities Laws Issues. Intuit shall issue the shares of Intuit Common Stock to be issued to the C-Co Shareholders in the Exchange pursuant to Section 2.1.2(b) pursuant to an exemption from the registration requirements of the 1933 Act provided under Section 4(2) and/or Regulation D promulgated under the 1933 Act. Concurrently with execution of this Agreement, each C-Co Shareholder has executed and delivered to Intuit an Investment Representation Letter in the form of Exhibit 2.1.6 hereto (the "INVESTMENT REPRESENTATION LETTER").
Securities Laws Issues. The shares of Sorrent Common Stock and the Loan Note Instruments to be issued in the Exchange pursuant to Sections 2.2.2 and 2.2.3, respectively, will be issued pursuant to an exemption from registration under Section 4(2) of the Securities Act and/or Regulation S promulgated under the Securities Act and exemptions from qualifications under any applicable state securities law. Holders of Sorrent Common Stock to be issued in the Exchange will be wholly responsible for compliance with all United Kingdom, European Union, and U.S. federal and state securities law regarding any subsequent sale, transfer or other disposition of such Sorrent Shares.
Securities Laws Issues. MCC shall issue the Exchange Shares pursuant to an exemption from registration under Section 4(2) and/or Regulation D promulgated under the 1933 Act. Concurrently with the exchange of shares, ICI and HII will execute and deliver to MCC Investment Representation Letters in the form of Exhibit A hereto (the "Investment Representation Letter"). For as long as this Agreement shall remain in full force and effect, MCC shall comply with all relevant Securities Laws including its requirement to file periodic, quarterly and annual reports, as well as all reporting requirements required by this Agreement.
Securities Laws Issues. Interwoven shall issue the shares of Interwoven ---------------------- Series E Stock to be issued in the Merger pursuant to Section 2.1.1 of this Agreement and the Interwoven Options to be issued in the Merger pursuant to an exemption from registration under Section 4(2) and/or Regulation D promulgated under the Securities Act of 1933, as amended ("1933 Act") and the exemption from qualification under Section 25120 of the California Corporations Code (the "CCC") provided by Section 25100(o) of the CCC. Concurrently with execution of this Agreement (or as soon thereafter as possible): (a) each LSA Stockholder who is receiving any shares of Interwoven Series E Stock and warrants to purchase Interwoven Series E Stock shall execute and deliver to Interwoven an Investment Representation Letter in the form of Exhibit C hereto (the --------- "Investment Representation Letter").
