Common use of Shares Not Registered Clause in Contracts

Shares Not Registered. The Principal Stockholder acknowledges that --------------------- the shares of VIALOG Stock to be delivered to Stockholders pursuant to this Agreement have not and will not be registered under the Securities Act (except pursuant to the Registration Rights Agreement) and may not be resold except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration. The Principal Stockholder represents and warrants that the VIALOG Stock to be acquired by the Stockholders pursuant to this Agreement is being acquired solely for its own account, for investment purposes only and with no present intention of distributing, selling or otherwise disposing of it in connection with a distribution.

Appears in 5 contracts

Samples: Asset Purchase Agreement (Call Points Inc), Agreement and Plan (Vialog Corp), Agreement and Plan of Reorganization (Call Points Inc)

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Shares Not Registered. The Principal Stockholder acknowledges that the --------------------- the shares of VIALOG Stock to be delivered to Stockholders pursuant to this Agreement have not and will not be registered under the Securities Act (except pursuant to the Registration Rights Agreement) and may not be resold except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration. The Principal Stockholder represents and warrants that the VIALOG Stock to be acquired by the Stockholders pursuant to this Agreement is being acquired solely for its own account, for investment purposes only and with no present intention of distributing, selling or otherwise disposing of it in connection with a distribution.

Appears in 4 contracts

Samples: Agreement and Plan (Vialog Corp), Agreement and Plan (Vialog Corp), Agreement and Plan of Reorganization (Call Points Inc)

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Shares Not Registered. The Principal Stockholder acknowledges --------------------- that --------------------- the shares of VIALOG Stock to be delivered to Stockholders pursuant to this Agreement have not and will not be registered under the Securities Act (except pursuant to the Registration Rights Agreement) and may not be resold except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration. The Principal Stockholder represents and warrants that the VIALOG Stock to be acquired by the Stockholders pursuant to this Agreement is being acquired solely for its own account, for investment purposes only and with no present intention of distributing, selling or otherwise disposing of it in connection with a distribution.

Appears in 1 contract

Samples: Amended and Restated Agreement and Plan (Vialog Corp)

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