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

Unregistered Shares and Access to Information. USAOneStar and the Shareholders understand that the offer and sale of Corvallis shares to be exchanged for the USAOneStar 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 Corvallis or Corvallis Stock. USAOneStar and the Shareholders have been provided with and reviewed all information concerning Corvallis and Corvallis Stock, to be exchanged for the USAOneStar Shares as they have considered necessary or appropriate as prudent and knowledgeable investors to enable them to make informed investment decisions concerning the Corvallis Stock, to be exchanged for the USAOneStar Shares. USAOneStar and the Shareholders have made an investigation as to the merits and risks of their acquisition of the Corvallis Stock, to be exchanged for the USAOneStar Shares and have had the opportunity to ask questions of, and have received satisfactory answers from, the officers and directors of Corvallis concerning the Corvallis Stock to be exchanged for the USAOneStar 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 Corvallis Stock to be exchanged for the USAOneStar Shares.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Corvallis Inc), Agreement and Plan of Reorganization (Corvallis Inc)

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Unregistered Shares and Access to Information. USAOneStar EduLink and the Shareholders understand that the offer and sale of Corvallis URREA shares to be exchanged for the USAOneStar Shares EduLink shares have not been registered regixxxxxd 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 Corvallis URREA or Corvallis StockURREA stock. USAOneStar EduLink and the Shareholders have been provided with xxxx and reviewed xxxxxwed all information concerning Corvallis URREA and Corvallis StockURREA shares, to be exchanged for the USAOneStar Shares EduLink shares as they have considered xxxx consxxxxxd necessary or appropriate as prudent and knowledgeable .knowledgeable investors to enable them to make informed investment decisions concerning the Corvallis StockURREA shares, to be exchanged for the USAOneStar SharesEduLink shares. USAOneStar EduLink and the Shareholders Xxxxxholders have made an investigation as to the merits and risks of their acquisition of the Corvallis StockURREA shares, to be exchanged for the USAOneStar Shares EduLink shares and have had the opportunity xxxxxtunity to ask questions of, and have received satisfactory answers from, the officers and directors of Corvallis URREA concerning the Corvallis Stock URREA shares to be exchanged for the USAOneStar Shares and related mattersEduLink shares axx xxlated matterx, and xxd 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 Corvallis Stock URREA shares to be exchanged for the USAOneStar SharesEduLink shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Edulink Inc)

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Unregistered Shares and Access to Information. USAOneStar Palladium and the Shareholders understand that the offer and sale of Corvallis USAS shares to be exchanged for the USAOneStar Shares Palladium 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 Corvallis USAS or Corvallis USAS Stock. USAOneStar Palladium and the Shareholders have been provided with and reviewed all information concerning Corvallis USAS and Corvallis USAS Stock, to be exchanged for the USAOneStar Shares Palladium shares as they have considered deemed necessary or appropriate as prudent and knowledgeable investors to enable them to make informed investment decisions concerning the Corvallis USAS Stock, to be exchanged for the USAOneStar SharesPalladium shares. USAOneStar Palladium and the Shareholders have made an investigation as to the merits and risks of their acquisition of the Corvallis USAS Stock, to be exchanged for the USAOneStar Palladium Shares and have had the opportunity to ask questions of, and have received satisfactory answers from, the officers and directors of Corvallis USAS concerning the Corvallis USAS Stock to be exchanged for the USAOneStar Palladium 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 Corvallis USAS Stock to be exchanged for the USAOneStar Palladium Shares.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Usaonestar Net Inc)

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