Common use of Sale of Parent Common Stock Clause in Contracts

Sale of Parent Common Stock. Each of the Company and the Partners acknowledges and agrees that the shares of Parent Common Stock issuable to the Partners pursuant to Section 1.03(c) shall constitute “restricted securities” within the meaning of Rule 144 of the Securities Act and will be issued in a private placement transaction in reliance upon the exemption from the registration and prospectus delivery requirements of Section 5 of the Securities Act afforded by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The certificates evidencing the shares of Parent Common Stock to be issued to the Partners pursuant to Section 1.03(c) shall bear appropriate legends to identify such privately placed shares as being “restricted securities” under the Securities Act to comply with state and federal securities laws and, if applicable, to notice the restrictions on transfer of such shares

Appears in 1 contract

Samples: Asset Purchase Agreement (EnviroStar, Inc.)

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Sale of Parent Common Stock. Each of the The Company and the Partners acknowledges Members acknowledge and agrees agree that the shares of Parent Common Stock issuable to the Partners Members pursuant to Section 1.03(c) shall constitute “restricted securities” within the meaning of Rule 144 of the Securities Act and will be issued in a private placement transaction in reliance upon the exemption from the registration and prospectus delivery requirements of Section 5 of the Securities Act afforded by Section 4(a)(24(2) of the Securities Act and Regulation D promulgated thereunder. The certificates evidencing the shares of Parent Common Stock to be issued to the Partners Members pursuant to Section 1.03(c) shall bear appropriate legends to identify such privately placed shares as being “restricted securities” under the Securities Act to comply with state and federal securities laws and, if applicable, to notice the restrictions on transfer of such shares.

Appears in 1 contract

Samples: Asset Purchase Agreement (EnviroStar, Inc.)

Sale of Parent Common Stock. Each of the Company and the Partners Stockholders acknowledges and agrees that the shares of Parent Common Stock issuable to the Partners Stockholders pursuant to Section 1.03(c) shall constitute “restricted securities” within the meaning of Rule 144 of the Securities Act and will be issued in a private placement transaction in reliance upon the exemption from the registration and prospectus delivery requirements of Section 5 of the Securities Act afforded by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The certificates evidencing the shares of Parent Common Stock to be issued to the Partners Stockholders pursuant to Section 1.03(c) shall bear appropriate legends to identify such privately placed shares as being “restricted securities” under the Securities Act to comply with state and federal securities laws and, if applicable, to notice the restrictions on transfer of such shares.

Appears in 1 contract

Samples: Asset Purchase Agreement (EnviroStar, Inc.)

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Sale of Parent Common Stock. Each of the Company and the Partners Members acknowledges and agrees that the shares of Parent Common Stock issuable to the Partners Members pursuant to Section 1.03(c) shall constitute “restricted securities” within the meaning of Rule 144 of the Securities Act and will be issued in a private placement transaction in reliance upon the exemption from the registration and prospectus delivery requirements of Section 5 of the Securities Act afforded by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The certificates evidencing the shares of Parent Common Stock to be issued to the Partners Members pursuant to Section 1.03(c) shall bear appropriate legends to identify such privately placed shares as being “restricted securities” under the Securities Act to comply with state and federal securities laws and, if applicable, to notice the restrictions on transfer of such shares.

Appears in 1 contract

Samples: Asset Purchase Agreement (EnviroStar, Inc.)

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