Common use of UNREGISTERED STOCK; INVESTMENT INTENT Clause in Contracts

UNREGISTERED STOCK; INVESTMENT INTENT. The Stockholders acknowledge and agree that the shares of Parent Stock to be delivered to the Stockholders pursuant to this Agreement have not been and will not be registered under the Securities Act of 1933, as amended (the "Act") and therefore may not be resold without compliance with the Act. The Stockholders represent and warrant that the Parent Stock to be acquired by Stockholders pursuant to this Agreement is being acquired solely for their own account, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of it in connection with a distribution. The Stockholders covenant, warrant and represent that none of the shares of Parent Stock issued to such Stockholders will be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of except after full compliance with all of the applicable provisions of the Act and the rules and regulations of the Securities and Exchange Commission and applicable state securities laws.

Appears in 8 contracts

Samples: Agreement and Plan of Merger and Reorganization (Bizness Online Com), Agreement and Plan of Merger and Reorganization (Bizness Online Com), Agreement and Plan of Merger and Reorganization (Bizness Online Com)

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UNREGISTERED STOCK; INVESTMENT INTENT. The Stockholders acknowledge acknowledges and agree agrees that the shares of Parent Stock to be delivered to the Stockholders pursuant to this Agreement have not been and will not be registered under the Securities Act of 1933, as amended (the "Act") and therefore may not be resold without compliance with the Act. The Stockholders represent and warrant that the Parent Stock to be acquired by Stockholders pursuant to this Agreement is being acquired solely for their own account, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of it in connection with a distribution. The Stockholders covenant, warrant and represent that none of the shares of Parent Stock issued to such Stockholders will be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of except after full compliance with all of the applicable provisions of the Act and the rules and regulations of the Securities and Exchange Commission and applicable state securities laws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bizness Online Com)

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UNREGISTERED STOCK; INVESTMENT INTENT. The Stockholders acknowledge Stockholder acknowledges and agree agrees that the shares of Parent Stock to be delivered to the Stockholders Stockholder pursuant to this Agreement have not been and will not be registered under the Securities Act of 1933, as amended (the "Act") and therefore may not be resold without compliance with the Act. The Stockholders represent Stockholder represents and warrant warrants that the Parent Stock to be acquired by Stockholders Stockholder pursuant to this Agreement is being acquired solely for their his own account, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of it in connection with a distribution. The Stockholders covenantStockholder covenants, warrant warrants and represent represents that none of the shares of Parent Stock issued to such Stockholders Stockholder will be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of except after full compliance with all of the applicable provisions of the Act and the rules and regulations of the Securities and Exchange Commission and applicable state securities laws.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Bizness Online Com)

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