Common use of Unregistered Shares and Access to Information Clause in Contracts

Unregistered Shares and Access to Information. Pacific and the Shareholders understand that the offer and sale of WWN shares to be exchanged for the Pacific shares have not been registered with or reviewed by the securities and Exchange Commission under the Securities Act of 1933, as amended, or with or by any state securities law administrator, and no federal or state securities law administrator has reviewed or approved any disclosure or other material facts concerning WWN or WWN stock. Pacific and the Shareholders have been provided with and reviewed all information concerning WWN and WWN shares, to be exchanged for the Pacific shares as they have considered necessary or appropriate as prudent and knowledgeable investors to enable them to make informed investment decisions concerning the WWN shares, to be exchanged for the Pacific shares. Pacific and the Shareholders have made an investigation as to the merits and risks of their acquisition of the WWN shares, to be exchanged for the Pacific shares and have had the opportunity to ask questions of, and have received satisfactory answers from, the officers and directors of WWN concerning WWN shares to be exchanged for the Pacific shares and related matters, and have had an opportunity to obtain additional information necessary to verify the accuracy of such information and to evaluate the merits and risks of the proposed acquisition of the WWN shares to be exchanged for the Pacific shares.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Worldwide Wireless Networks Inc), Agreement and Plan of Merger (Worldwide Wireless Networks Inc), Agreement and Plan of Merger (Worldwide Wireless Networks Inc)

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Unregistered Shares and Access to Information. Pacific IPI and the Shareholders understand that the offer and sale of WWN Pacific shares to be exchanged for the Pacific shares IPI Shares have not been registered with or reviewed by the securities and Exchange Commission under the Securities Act of 1933, as amended, or with or by any state securities law administrator, and no federal or state securities law administrator has reviewed or approved any disclosure or other material facts concerning WWN Pacific or WWN Pacific stock. Pacific IPI and the Shareholders have been provided with and reviewed all information concerning WWN Pacific and WWN Pacific shares, to be exchanged for the Pacific shares IPI Shares as they have considered necessary or appropriate as prudent and knowledgeable investors to enable them to make informed investment decisions concerning the WWN Pacific shares, to be exchanged for the Pacific sharesIPI Shares. Pacific IPI and the Shareholders have made an investigation as to the merits and risks of their acquisition of the WWN Pacific shares, to be exchanged for the Pacific shares IPI Shares and have had the opportunity to ask questions of, and have received satisfactory answers from, the officers and directors of WWN Pacific concerning WWN Pacific shares to be exchanged for the Pacific shares IPI Shares and related matters, and have had an opportunity to obtain additional information necessary to verify the accuracy of such information and to evaluate the merits and risks of the proposed acquisition of the WWN Pacific shares to be exchanged for the Pacific sharesIPI Shares.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Pacific Webworks Inc)

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