Common use of Investment Representations and Covenants Clause in Contracts

Investment Representations and Covenants. (i) Seller understands that as of the Closing Date the FDI common stock issued to Seller will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws on the grounds that the issuance of the FDI common stock is exempt from registration pursuant to Section 4(2) of the Securities Act or Regulation D promulgated under the Securities Act and applicable state securities laws, and that the reliance of FDI on such exemptions is predicated in part on Seller's representations, warranties, covenants and acknowledgments set forth in this Section 2.21.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Fortune Carter M), Asset Purchase Agreement (Fortune Diversified Industries Inc)

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Investment Representations and Covenants. (i) Seller understands Each of the Common Stock Sellers understand that as of the Closing Date the FDI common stock issued to Seller Stock will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws on the grounds that the issuance of the FDI common stock Stock is exempt from registration pursuant to Section 4(2) of the Securities Act or Regulation D promulgated under the Securities Act and applicable state securities laws, and that the reliance of FDI Buyer on such exemptions is predicated in part on Seller's each of the Common Stock Sellers' representations, warranties, covenants and acknowledgments set forth in this Section 2.213.6.

Appears in 1 contract

Samples: Stock Exchange Agreement (Fortune Diversified Industries Inc)

Investment Representations and Covenants. (ia) Seller Each of the Sellers understands that as of the Closing Date the FDI common stock issued to Seller Stock will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws on the grounds that the issuance of the FDI common stock Stock is exempt from registration pursuant to Section 4(2) of the Securities Act or Regulation D promulgated under the Securities Act and applicable state securities laws, and that the reliance of FDI the Buyer on such exemptions is predicated in part on Seller's each of the Sellers' representations, warranties, covenants and acknowledgments set forth in this Section 2.212.6.

Appears in 1 contract

Samples: Stock Purchase Agreement (Fortune Diversified Industries Inc)

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Investment Representations and Covenants. (i) Seller understands that as of the Closing Date the FDI common stock issued to Seller Stock will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws on the grounds that the issuance of the FDI common stock Stock is exempt from registration pursuant to Section 4(2) of the Securities Act or Regulation D promulgated under the Securities Act and applicable state securities laws, and that the reliance of FDI Buyer on such exemptions is predicated in part on Seller's representations, warranties, covenants and acknowledgments set forth in this Section 2.213.6.

Appears in 1 contract

Samples: Stock Purchase Agreement (Fortune Diversified Industries Inc)

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