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, Texas and Georgia 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. IMSI shall issue the Exchange Shares and the IMSI Options pursuant to an exemption from registration under Section 4(2) and/or Regulation D promulgated under the 1933 Act. Concurrently with execution of this Agreement, each Zedcor Shareholder will execute and deliver to IMSI an Investment Representation Letter in the form of EXHIBIT 2.6-A hereto (the "INVESTMENT REPRESENTATION LETTER").
Securities Laws Issues. Buyer shall issue the shares of its common stock to be issued pursuant to Section 1.4 above (the " Shares") pursuant to an exemption from registration under Section 4(2)
Securities Laws Issues. CSRV 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 execution of this Agreement, Uniloc will execute and deliver to CSRV an Investment Representation Letter in the form of Exhibit A hereto (the "Investment Representation Letter").
Securities Laws Issues. (a) Each of the Company Stockholders understands that the shares of the Parent Common Stock to be issued under this Agreement constitute “restricted securities” and have not been registered under the Securities Act or any applicable state securities law. Each Company Stockholder represents that such Company Stockholder is acquiring the Parent Common Stock for such Company Stockholder’s 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 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 each Company Stockholder’s 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.
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. HNC shall issue the Exchange Shares and the HNC Options pursuant to an exemption from registration under Section 4(2) and/or Regulation D promulgated under the 1933 Act. Concurrently with execution of this Agreement, each Retek Shareholder will execute and deliver to HNC an Investment Representation Letter in the form of EXHIBIT 2.6-A hereto (the "INVESTMENT REPRESENTATION LETTER"). Prior to the Closing and such Retek Optionee's execution of the Option Exchange Agreement, each Retek Optionee will execute and deliver to HNC an Optionee Investment Representation Letter in the form of EXHIBIT 2.6-B hereto (the "OPTIONEE INVESTMENT REPRESENTATION LETTER").
