Priceline Shares definition
Examples of Priceline Shares in a sentence
Such Seller acknowledges and understands that the Priceline Shares constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of such Seller’s investment intent as expressed herein.
Such Seller further acknowledges and understands that Priceline is under no obligation to register the Priceline Shares.
The Sellers will receive good and valid title to the Priceline Shares upon issuance pursuant to and in accordance with the terms of this Agreement, free and clear of any Encumbrance, except as set forth in this Agreement.
Such Seller is acquiring the Priceline Shares for investment, for its own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act.
Such Seller understands that the Priceline Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available.
The Priceline Shares are duly authorized shares of Priceline Common Stock, have been duly authorized for issuance pursuant to and in accordance with the terms of this Agreement, and if and when issued pursuant to and in accordance with the terms of this Agreement will be validly issued, fully paid and non-assessable.