Private Transaction. The Shareholders understand that the Shares issued pursuant to this Agreement, have not been nor will they be registered under the Securities Act of 1933 as amended ("'33 Act"), but are issued pursuant to exemptions from registration of the '33 Act, and Purchaser's reliance on such exemptions in issuing the Shares is predicated in part on the representations of the Shareholders, to be executed by the Shareholders and delivered to Purchaser at Closing.
Appears in 2 contracts
Samples: Share Exchange Agreement (Newcom International Inc), Share Exchange Agreement (Newcom International Inc)
Private Transaction. The Shareholders Members understand that the Shares shares issued pursuant to this Agreement, have not been nor will they be registered under the Securities Act of 1933 as amended ("'“33 Act"”), but are issued pursuant to exemptions from registration including but not limited to Regulation D and Section 4(2) of the '33 Act, and Purchaser's reliance on such exemptions in issuing the Shares is predicated in part on the representations of the Shareholders, to be executed by the Shareholders and delivered to Purchaser at Closing.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (Premier Holding Corp.)
Private Transaction. The Shareholders Selling Members understand that the Shares shares issued pursuant to this Agreement, have not been nor will they be registered under the Securities Act of 1933 as amended ("'33 Act"), but are issued pursuant to exemptions from registration including but not limited to Regulation D and Section 4(2) of the '33 Act, and Purchaser's reliance on such exemptions in issuing the Shares is predicated in part on the representations of the Shareholders, to be executed by the Shareholders and delivered to Purchaser at Closing.
Appears in 2 contracts
Samples: Purchase Agreement (Premier Holding Corp.), Purchase Agreement (Marketing Worldwide Corp)
Private Transaction. The Shareholders SELLER understand that the Shares shares issued pursuant to this Agreement, have not been nor will they be registered under the Securities Act of 1933 as amended ("'33 Act"), but are issued pursuant to exemptions from registration including but not limited to Regulation D and Section 4(2) of the '33 Act, and Purchaser's reliance on such exemptions in issuing the Shares is predicated in part on the representations of the Shareholders, to be executed by the Shareholders and delivered to Purchaser at Closing.
Appears in 1 contract
Samples: Asset Purchase Agreement (International Sports & Media Group Inc)
Private Transaction. The Shareholders Sellers understand that the Shares shares issued pursuant to this Agreement, have not been nor will they be registered under the Securities Act of 1933 as amended ("'33 Act"), but are issued pursuant to exemptions from registration including but not limited to Regulation D and Section 4(2) of the '33 Act, and Purchaser's reliance on such exemptions in issuing the Shares is predicated in part on the representations of the Shareholders, to be executed by the Shareholders and delivered to Purchaser at Closing.
Appears in 1 contract
