SPECIAL COVENANTS AND REPRESENTATIONS REGARDING THE EXCHANGED STOCK. The consummation of this Agreement and the transactions herein contemplated, including the issuance of the Initial Issuance Stock to the shareholders of 360HOUSE as contemplated hereby, constitutes the offer and sale of securities under the Securities Act and applicable state statutes. Such transaction shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, inter alia, upon the circumstances under which the 360HOUSE Shareholders acquire such securities. In connection with reliance upon exemptions from the registration and prospectus delivery requirements for such transactions, at the Closing, 360HOUSE shall cause to be delivered, and the shareholders shall deliver to XVARIANT, letters of representation in the appropriate form.
SPECIAL COVENANTS AND REPRESENTATIONS REGARDING THE EXCHANGED STOCK. The consummation of this Agreement and the transactions herein contemplated, including the issuance of the Exchanged Sarkxx Xxxck to the shareholders of LoanNet as contemplated hereby, constitutes the offer and sale of securities under the Securities Act and applicable state statutes. Such transaction shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, inter alia, upon the circumstances under which the LoanNet Shareholders acquire such securities. In connection with reliance upon exemptions from the registration and prospectus delivery requirements for such transactions, at the Closing the LoanNet Shareholders shall deliver to Sarkxx xxxters of representation in the form attached hereto as Schedule 5.04.
SPECIAL COVENANTS AND REPRESENTATIONS REGARDING THE EXCHANGED STOCK. The consummation of this Agreement and the transactions herein contemplated, including the issuance of the ClearWorks common stock to the Shareholders as contemplated hereby, constitutes the offer and sale of securities under the Securities Act of 1933, as amended, and applicable state statutes. Such transaction shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, inter alia, upon the circumstances under which the Shareholders acquire such securities. Shareholder acknowledge that ClearWorks may rely upon the representation made in Section 2.02 of this Agreement in making such issuances.
SPECIAL COVENANTS AND REPRESENTATIONS REGARDING THE EXCHANGED STOCK. The consummation of this Agreement and the transactions herein contemplated, including the issuance of the exchanged LOCX Stock to the shareholders of DASI as contemplated hereby, constitutes the offer and sale of securities under the Securities Act and applicable state statutes. Such transaction shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, inter alia, upon the circumstances under which the DASI Sole Shareholder acquires such securities. In connection with reliance upon exemptions from the registration and prospectus delivery requirements for such transactions, at the Closing the DASI Sole Shareholder shall deliver to LOCX letters of representation in the form attached hereto as Schedule 5.04.
SPECIAL COVENANTS AND REPRESENTATIONS REGARDING THE EXCHANGED STOCK. The consummation of this Agreement and the transactions herein contemplated, including the issuance of the exchanged shares of Royal common stock to the RIT Shareholder as contemplated hereby, constitutes the offer and sale of securities under the Securities Act and applicable state statutes. Such transaction shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, inter alia, upon the circumstances under which the RIT Shareholder acquired such securities. The RIT Shareholder represents and warrants that the Royal shares to be acquired by it pursuant to the terms of Section 4.1 hereof is being acquired for its own account, with no intention of assigning any participation or interest therein, and without a view to the distribution of any portion thereof, except in accordance with the Securities Act of 1933, as amended (the "Act"). The RIT Shareholder will not sell, assign, transfer or encumber any of such shares unless (i) a registration statement under the Act with respect thereto is in effect and the prospectus included therein meets the requirements of the Act, or (ii) a no-action letter is obtained from the staff of the Securities and Exchange Commission (the "Commission") in respect of such proposed sale, assignment, transfer or encumbering, or (iii) Royal has received a written opinion of counsel reasonably satisfactory to Royal that, after an investigation of the relevant facts, such counsel is of the opinion that such proposed sale, assignment, transfer or encumbering does not require registration under the Act. The RIT Shareholder understands that the Royal Stock is not being registered under the Act and must be held indefinitely unless it is subsequently registered thereunder or an exemption from such registration is available. Furthermore, the RIT Shareholder understands that the Royal Stock is not being registered under the Act in part on the ground that the issuance thereof is exempt under Section 4(2) of the 1933 Act as a transaction by an issuer not involving any public offering; that Royal's reliance on such exemption is predicated in part on the foregoing representation and warranty of the RIT Shareholder and that in the view of the Commission, the statutory basis for the exemption claimed would not be present if, notwithstanding such representation and warranty, the RIT Shareholder contemplates acquiring any of the shares of Royal common stock for sale upon the...
SPECIAL COVENANTS AND REPRESENTATIONS REGARDING THE EXCHANGED STOCK. (THIS SECTION OMITTED)
SPECIAL COVENANTS AND REPRESENTATIONS REGARDING THE EXCHANGED STOCK. The consummation of the exchanges between Pathfinder, Pegasus and ZTY constitutes the offer and sale of securities tinder the Securities Act of 1933, as amended as well as applicable state statutes. Such transactions shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, INTER ALIA, upon the circumstances tinder which Pegasus acquires Pathfinder securities. Section 4.04 THIRD PARTY CONSENTS. Pathfinder and the Exchange Group agree to cooperate with each other in order to obtain any required third party consents to this Agreement and the transactions herein contemplated. Section 4.05
SPECIAL COVENANTS AND REPRESENTATIONS REGARDING THE EXCHANGED STOCK. The consummation of this Agreement and the transactions herein contemplated, including the issuance of the exchanged LOCX stock to the shareholders of XXXX as contemplated hereby constitutes the offer and sale of securities under the Securities Act and applicable state statutes. Such transaction shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, inter alia, upon the circumstances under which the XXXX shareholders acquired such securities. In connection with reliance upon exemptions from the registration and prospectus delivery requirements for such transactions, at the Closing the XXXX shareholders shall deliver to LOCX letters of representation in the form attached hereto as Schedule 5.03.
SPECIAL COVENANTS AND REPRESENTATIONS REGARDING THE EXCHANGED STOCK. The consummation of this Agreement and the transactions herein contemplated, including the issuance of the RAZOR RESOURCES INC. common Stock to MAYAN as contemplated hereby, constitutes the offer and sale of securities under the Securities Act and applicable state statutes. Such transaction shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, inter alia, upon the circumstances under which the Shareholders acquire such securities. In connection with reliance upon exemptions from the registration and prospectus delivery requirements for such transactions, at the Closing, MAYAN shall cause to be delivered, and the shareholder shall deliver to RAZOR RESOURCES INC., letters of representation in the appropriate form.
SPECIAL COVENANTS AND REPRESENTATIONS REGARDING THE EXCHANGED STOCK. The consummation of this Agreement and the transactions herein contemplated, including the issuance of the Exchanged Norske Stock to the shareholders of Synoptech as contemplated hereby, constitutes the offer and sale of securities under the Securities Act and applicable state statutes. Such transaction shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, inter alia, upon the circumstances under which the Synoptech Shareholders acquire such securities. In connection with reliance upon exemptions from the registration and prospectus delivery requirements for such transactions, at the Closing the Synoptech Shareholders shall deliver to Norske letters of representation in the form attached hereto as Schedule 5.04.
