Private Placement Exemption. (i) The Subscriber and, if applicable, the Beneficial Purchaser, is resident in one of the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, Newfoundland and Labrador, New Brunswick, Nova Scotia, Xxxxxx Xxxxxx Island, or Northwest Territories or Yukon, and is entitled under applicable provincial securities laws to purchase the Units without the benefit of a prospectus qualified under those securities laws;
Private Placement Exemption. Each of the Allegiance Parties understands that the Common Stock has not been registered under the Securities Act, nor qualified under any state securities laws, and that it has been offered and sold pursuant to an exemption from such registration and qualification based in part upon the representations of each of the Allegiance Parties contained herein.
Private Placement Exemption. The issuance of shares of X-ceed Common Stock is intended to be exempt from registration requirements of Section 5 of the Securities Act pursuant to an appropriate exemption available under Section 4(2) or Regulation D promulgated thereunder.
Private Placement Exemption. (a) Other than a distribution of the Parent Common Stock to the Seller Interest Holders and other Continuing Employee Stockholders in accordance with the terms of this Agreement, Seller has no present intention of distributing any portion of such shares of Parent Common Stock (or any interest therein) in violation of applicable securities laws. Seller understands that the shares of Parent Common Stock so issued to Seller will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) at the time of such issuance by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the Seller’s investment intent as expressed herein.
Private Placement Exemption. Meadowbrook shall be satisfied that the issuance of shares of Meadowbrook Common pursuant to the Merger will be exempt from the registration requirements of Section 5 of the Securities Act pursuant to an appropriate exemption available under Regulation D under the Securities Act.
Private Placement Exemption. Seller acknowledges that the issuance of shares of common stock of Buyer (“Share” or “Shares”) to Seller pursuant to this Agreement is not being registered under the Securities Act of 1933, as amended (the “Securities Act”), but rather is being made privately on behalf of Buyer, in reliance upon exemptions from the Securities Act and applicable state Blue Sky or securities laws. Seller further acknowledges that the representations and warranties set forth in this Section are needed by Buyer in order to ensure the availability of such exemptions and to determine (a) whether an investment in the Shares is suitable for Seller and (b) whether Seller has such knowledge and experience in financial and business matters that Seller is capable of evaluating the merits and risks of an investment in the Shares. Seller has been advised that the consummation of the transaction contemplated by this Agreement (the “Transaction”) and the issuance of Shares to Seller pursuant thereto is among other things conditioned upon the covenants and agreements of Seller set forth in this Section.
Private Placement Exemption. Section 6.1 Company Representation Section 6.2 Purchaser Representations and Agreement SECTION 7. PAYMENT OF EXPENSES; BROKERAGE FEES.
Private Placement Exemption. LEI shall use its best efforts (i) to obtain a representation letter prior to Closing from each Shareholder including the representations set forth in Schedule I hereto (the executed copies of each such representation letter being collectively referred to herein as the "Shareholder Representation Letters"), and (ii) to cause Happy Food to file a Form D notice with the U.S. Securities and Exchange Commission consistent with Rule 506 under Regulation D promulgated under the Securities Act within the time frames prescribed by law.
Private Placement Exemption. 4 3.4 Incorporation of Other Representations and Warranties.. 4
Private Placement Exemption. The offer, sale and issuance of the --------------------------- shares of Series B Preferred Stock contemplated by this Agreement and the Transaction Documents are intended to be exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof and under any applicable blue sky laws. Neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemptions.
