Securities Law Issues. Based in part on the representations of the Company Unitholders made herein, Parent Common Stock to be issued in the Merger will be issued pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Rule 506 under Regulation D promulgated under the Securities Act and applicable state securities laws.
Securities Law Issues. (a) SEC Documents; No Non-Public Information; Financial Statements. -------------------------------------------------------------- The Common Stock of the Company is registered pursuant to Section 12(g) of the Exchange Act and the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d), in addition to one or more registration statements and amendments thereto heretofore filed by the Company with the SEC (all of the foregoing including filings incorporated by reference therein being referred to herein as the "SEC Documents"). The Company has delivered or made available to ------------- the Landmark Parties true and complete copies of all SEC Documents (including, without limitation, proxy information and solicitation materials and registration statements) filed with the SEC since May 15, 2000. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No event or circumstance has occurred which would require the Company to disclose such event or circumstance in order to make the statements in the SEC Documents not misleading on the date hereof or on the Closing Dates but which has not been so disclosed. The financial statements of the Company included in the SEC Documents, the Company's unaudited financial statements attached hereto as Schedule 3.9(a) and the --------------- Company's unaudited financial statements for the period ending March 31, 2001 (the "Filed Financial Statements") comply as to form and substance in all -------------------------- material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. The Filed Financial Statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the peri...
Securities Law Issues. 4 1.12 Tax-Free Reorganization................................................4
Securities Law Issues. Parent shall issue the shares of Parent Common Stock to be issued to the Company Shareholders in the Merger pursuant to Section 2.1.2 pursuant to an exemption or exemptions from registration under Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act") and/or Regulation D promulgated under the Securities Act and the exemption from qualification under the laws of the State of Massachusetts and other applicable state securities laws. Parent and Company shall comply with all applicable provisions of, and rules under, the Securities Act in connection with the offering and issuance of shares of Parent Common Stock in the Merger.
Securities Law Issues. While token presale agreements often acknowledge that issuances of the underlying tokens could be securities transactions, the agreements continue to subject issuers and purchasers to significant risks by potentially increasing the likelihood that the underlying tokens will be deemed securities. First, such agreements are regularly marketed as an investment opportunity and securities offering. Of course, this works well for the sale of the instrument, but it also implicitly markets the investment value of the underlying token. For example, such instruments have been and continue to be marketed to purchasers with investment intent, such as hedge funds, venture capital funds, and others. Second, the proceeds from token presale agreements are typically used for the development of the issuer’s network or platform, which creates a strong correlation between the sale of the tokens and development, and further supports a finding that US federal securities laws should apply to the offer and sale of such tokens under the Xxxxx test.4 Third, the settlement of these instruments often contemplates delivery of the tokens at network launch,5 coinciding with the delivery of tokens for consumptive use. This contemplation would seem to make arguing in favor of the proposition that a token launch is not a securities offering more difficult, as the delivery of tokens in settlement of these instruments is not directed solely to consumers.6 The consequence of deeming as securities any consumer tokens underlying a token presale agreement could be dire for the issuer and token-based network that depends upon the free transfer of tokens on such network. As US securities laws often require the existence and registration of an intermediary in securities transactions (i.e., the transfer of tokens deemed to be securities), an issuer or any token-based platform for which the underlying tokens have been deemed to be securities may be required to register as a broker-dealer or exchange (or alternative trading system)7 to permit the functioning of such token- based network.8 In many cases, such registration requirement would render token-based networks unusable. Although statements by the Securities and Exchange Commission indicate an acceptance of the notion that a digital asset originally issued as a security could subsequently cease to be a security once the network is sufficiently decentralized,9 the uncertainty that remains regarding the viability and timing of the consumer token sa...
Securities Law Issues. 57 6.10. Deficiency ..............................................................................................................57 6.11.
Securities Law Issues. Based in part on the representations of the Shareholder made in Section 2.6 below, the Inland Common to be issued in the Merger will be issued pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act") and/or Regulation D promulgated under the Securities Act and applicable state securities laws.
Securities Law Issues. Notwithstanding the foregoing, in the event the Company reasonably believes that it may not issue Common Shares to the Payee without violating applicable state or federal securities laws, Company may in reliance upon such belief state the ground for such belief in a Notice of Payment, and in such circumstances Company may pay any proposed payment solely in cash.
Securities Law Issues. Parent shall issue the Parent Shares in exchange for outstanding Company Shares as provided in Section 1.7 pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated under the Securities Act. Parent and Company shall comply with all applicable provisions of, and rules under, the Securities Act in connection with the offering and issuance of the Merger Consideration.
Securities Law Issues. Parent shall issue the shares of Parent Common Stock and Parent Series A Convertible Preferred Stock in exchange for outstanding shares of Company Common Stock and Company Preferred Stock as provided in Section 1.7 pursuant to an exemption or exemptions from registration under Section 4(2) of the Securities Act of 1933, as amended (the “ Securities Act ”), and/or Regulation D promulgated under the Securities Act. Parent and Company shall comply with all applicable provisions of, and rules under, the Securities Act in connection with offering and issuance of shares of Parent Common Stock and Parent Series A Convertible Preferred Stock in the Merger.
