Common use of Investor Representations Clause in Contracts

Investor Representations. The Seller acknowledge and agree that the Shares will be offered and sold without such offers and sales being registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and will be issued to the Seller in accordance with Rule 903 of Regulation S of the Securities Act in an “offshore transaction” within the meaning of Regulation S based on the representations and warranties of the Seller in this Agreement. As such, the Seller further acknowledges and agrees that all Shares will, upon issuance, be “restricted securities” within the meaning of the Securities Act.

Appears in 7 contracts

Samples: Asset Purchase Agreement (Papertradex (Us) Inc.), Asset Purchase Agreement (Mobilemail (Us) Inc.), Asset Purchase Agreement (Magenta Media (Us) Inc)

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Investor Representations. The Seller acknowledge acknowledges and agree agrees that the Shares representing the Purchase Price will be offered and sold to the Seller without such offers and sales being registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and will be issued to the Seller in accordance with Rule 903 of Regulation S of the Securities Act in an “offshore transaction” within the meaning of Regulation S based on the representations and warranties of the Seller in this Agreement). As such, the Seller further acknowledges and agrees that all Shares will, upon issuance, be “restricted securities” within the meaning of the Securities Act.

Appears in 4 contracts

Samples: Securities Escrow Agreement (Kinder Travel, Inc.), Asset Purchase Agreement (Enhance Skin Products Inc), Securities Escrow Agreement (Kinder Travel, Inc.)

Investor Representations. The Seller acknowledge acknowledges and agree agrees that the Shares will be offered and sold to the Seller without such offers and sales being registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and will be issued to the Seller in accordance with Rule 903 of Regulation S of the Securities Act in an “offshore transaction” within the meaning of Regulation S based on the representations and warranties of the Seller in this Agreement. As such, the Seller further acknowledges and agrees that all Shares will, upon issuance, be “restricted securities” within the meaning of the Securities Act.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Infrablue (Us) Inc.), Asset Purchase Agreement (Nextgen Bioscience Inc.)

Investor Representations. The Seller acknowledge acknowledges and agree agrees that the Shares representing a portion of the Purchase Price will be offered and sold to the Seller without such offers and sales being registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and will be issued to the Seller in accordance with Rule 903 of Regulation S of the Securities Act in an “offshore transaction” within the meaning of Regulation S based on the representations and warranties of the Seller in this Agreement). As such, the Seller further acknowledges and agrees that all Shares will, upon issuance, be “restricted securities” within the meaning of the Securities Act.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Ballroom Dance Fitness, Inc.), Asset Purchase Agreement (Ballroom Dance Fitness, Inc.)

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Investor Representations. The Seller acknowledge acknowledges and agree agrees that the Shares will be offered and sold to the Seller without such offers and sales being registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and will be issued to the Seller in accordance with Rule 903 of Regulation S of the Securities Act in an “offshore transaction” within the meaning of Regulation S based on the representations and warranties of the Seller in this Agreement. As such, the Seller further acknowledges and agrees that all Shares will, upon issuance, be “restricted securities” within the meaning of the Securities Act.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Itonis Inc.), Asset Purchase Agreement (Itonis Inc.)

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