No Registration of Securities. The Company understands and acknowledges that except as set forth in this Agreement, the offering, exchange and issuance of Exchange Consideration pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering, sale, exchange and issuance of securities contemplated by this Agreement are exempt from registration pursuant to Section 4(a)(2) of the Securities Act, and that Parent’s reliance upon such exemption is predicated in part upon the Company’s and the Shareholders’ representations herein and upon the representations contained in the Stockholder Representation Letters, the form of which is attached as Exhibit C to this Agreement.
Appears in 3 contracts
Samples: Share Exchange Agreement (Sino Fortune Holding Corp), Share Exchange Agreement (Cardigant Medical Inc.), Service Agreement (Cardigant Medical Inc.)
No Registration of Securities. The Company understands and acknowledges that except as set forth in this Agreement, the offering, exchange and issuance of Exchange the Merger Consideration pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering, sale, exchange and issuance of securities contemplated by this Agreement are exempt from registration pursuant to Section 4(a)(2) and/or Section 3(b) of the Securities Act, and that Parent’s reliance upon such exemption is predicated in part upon the Company’s and the Shareholders’ representations herein and upon the representations contained in the Stockholder Representation Letters, the form of which is attached as Exhibit C to this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Synergy CHC Corp.), Agreement and Plan of Merger (Oro Capital Corporation, Inc.), Agreement and Plan of Merger (Homie Recipes, Inc.)
No Registration of Securities. The Company understands and acknowledges that except as set forth in this Agreement, the offering, exchange and issuance of the Exchange Consideration Shares pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering, sale, exchange and issuance of securities contemplated by this Agreement are exempt from registration pursuant to Section 4(a)(2) of the Securities Act, and that ParentBuyer’s reliance upon such exemption is predicated in part upon the Company’s and the Shareholders’ representations herein and upon the representations contained in the Stockholder Representation Letters, the form of which is attached as Exhibit C to this Agreementherein.
Appears in 2 contracts
Samples: Share Exchange Agreement (Madison Technologies Inc.), Share Exchange Agreement (Madison Technologies Inc.)
No Registration of Securities. The Company understands and acknowledges that except as set forth in this Agreement, the offering, exchange and issuance of Exchange Consideration pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering, sale, exchange and issuance of securities contemplated by this Agreement are exempt from registration pursuant to Section 4(a)(2) of the Securities Act, and that Parent’s reliance upon such exemption is predicated in part upon the Company’s and the Shareholders’ each Shareholder’s representations herein and upon the representations contained in the Stockholder Representation Letters, the form of which is attached as Exhibit C to this Agreement.
Appears in 2 contracts
Samples: Share Exchange Agreement (Lin Zhenzhu), Share Exchange Agreement (Heyu Biological Technology Corp)
No Registration of Securities. The Company understands and acknowledges that except as set forth in this Agreement, the offering, exchange and issuance of Exchange Merger Consideration pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering, sale, exchange and issuance of securities contemplated by this Agreement are exempt from registration pursuant to Section 4(a)(2) and/or Section 3(b) of the Securities Act, and that Parent’s reliance upon such exemption is predicated in part upon the Company’s and the Shareholders’ representations herein and upon the representations contained in the Stockholder Shareholder Representation Letters, the form of which is attached as Exhibit C to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (RMR Industrials, Inc.), Agreement and Plan of Merger (RMR Industrials, Inc.)
No Registration of Securities. The Company understands and acknowledges that except as set forth in this Agreement, the offering, exchange and issuance of Exchange Merger Consideration pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering, sale, exchange and issuance of securities contemplated by this Agreement are exempt from registration pursuant to Section 4(a)(24(2) and/or Section 3(b) of the Securities Act, and that Parent’s reliance upon such exemption is predicated in part upon the Company’s and the Shareholders’ representations herein and upon the representations contained in the Stockholder Representation Letters, the form of which is attached as Exhibit C D to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Altira Group LLC), Agreement and Plan of Merger (L2 Medical Development Co)
No Registration of Securities. The Company understands and acknowledges that except as set forth in this Agreement, the offering, exchange and issuance of Exchange Consideration pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering, sale, exchange and issuance of securities contemplated by this Agreement are exempt from registration pursuant to Section 4(a)(2) of the Securities Act, and that Parent’s reliance upon such exemption is predicated in part upon the Company’s and the ShareholdersMembers’ representations herein and upon the representations contained in the Stockholder Member Representation Letters, the form of which is attached as Exhibit C B to this Agreement.
Appears in 2 contracts
Samples: Share Exchange Agreement (Coretec Group Inc.), Share Exchange Agreement (3dicon Corp)
No Registration of Securities. The Company understands and acknowledges that except as set forth in this Agreement, the offering, exchange and issuance of Exchange Consideration pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering, sale, exchange and issuance of securities contemplated by this Agreement are exempt from registration pursuant to Section 4(a)(2) of the Securities Act, and that Parent’s reliance upon such exemption is predicated in part upon the Company’s and the Shareholders’ representations herein and upon the representations contained in the Stockholder Representation Letters, the form of which is attached as Exhibit C D to this Agreement.
Appears in 1 contract
No Registration of Securities. The Company Operating Subsidiary understands and acknowledges that except as set forth in this Agreement, the offering, exchange and issuance of Exchange Consideration pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering, sale, exchange and issuance of securities contemplated by this Agreement are exempt from registration pursuant to Section 4(a)(2) of the Securities Act, and that Parent’s reliance upon such exemption is predicated in part upon the Company’s, Operating Subsidiary’s and the ShareholdersMembers’ representations herein and upon the representations contained in the Stockholder Member Representation Letters, the form of which is attached as Exhibit C B to this Agreement.
Appears in 1 contract
