Common use of Securities Act Exemption Clause in Contracts

Securities Act Exemption. The Parent Common Stock to be issued pursuant to this Agreement initially will not be registered under the Securities Act in reliance on the exemptions from the registration requirements of Section 5 of the Securities Act set forth in Section 4(2) thereof. Prior to the Closing Date, each of the Company's shareholders shall have provided Parent such representations, warranties, certifications and additional information as Parent may reasonably request to ensure the availability of such exemptions from the registration requirements of the Securities Act.

Appears in 3 contracts

Samples: Agreement and Plan of Merger and Reorganization (Realnetworks Inc), Agreement and Plan of Reorganization (Informix Corp), Agreement and Plan of Reorganization (Zapworld Com)

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Securities Act Exemption. The Parent Common Stock to be issued ------------------------ pursuant to this Agreement initially will not be registered under the Securities Act in reliance on the exemptions from the registration requirements of Section 5 of the Securities Act set forth in Section 4(2) thereof. Prior to the Closing Date, each of the Company's shareholders shall have provided Parent such representations, warranties, certifications and additional information as Parent may reasonably request to ensure the availability of such exemptions from the registration requirements of the Securities Act.. 4.2

Appears in 1 contract

Samples: Affiliate Agreement (Inktomi Corp)

Securities Act Exemption. The Parent Common Stock and Parent Preferred Stock to be issued pursuant to this Agreement initially will not be registered under the Securities Act in reliance on the exemptions from the registration requirements of Section 5 of the Securities Act set forth in Section 4(2) thereof. Prior to the Closing Date, each of the Company's shareholders shall have provided Parent such representations, warranties, certifications and additional information as Parent may reasonably request to ensure the availability of such exemptions from the registration requirements of the Securities Act.

Appears in 1 contract

Samples: Voting Agreement (Niku Corp)

Securities Act Exemption. The Parent Common Stock to be issued pursuant to this Agreement initially will not be registered under the Securities Act in reliance on the exemptions from the registration requirements of Section 5 of the Securities Act set forth in Section 4(2) or Rule 506 thereof. Prior to the Closing Date, each of the Company's shareholders stockholders shall have provided 34 40 Parent such representations, warranties, certifications and additional information as Parent may reasonably request to ensure the availability of such exemptions from the registration requirements of the Securities Act.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Niku Corp)

Securities Act Exemption. The Parent Common Stock to be issued pursuant to this Agreement initially will not be registered under the Securities Act in reliance on the exemptions from the registration requirements of Section 5 of the Securities Act set forth in Section 4(2) thereofthereof 33 40 or Rule 506 thereunder. Prior to the Closing Date, each of the Company's shareholders shall have provided Parent such representations, warranties, certifications and additional information as Parent may reasonably request to ensure the availability of such exemptions from the registration requirements of the Securities Act.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Niku Corp)

Securities Act Exemption. The Parent Common Stock to be issued pursuant to this Agreement initially will not be registered under the Securities Act in reliance on the exemptions from the registration requirements of Section 5 of the Securities Act set forth in Section 4(2) or Rule 506 thereof. Prior to the Closing Date, each of the Company's shareholders stockholders shall have provided Parent such representations, warranties, certifications and additional information as Parent may reasonably request to ensure the availability of such exemptions from the registration requirements of the Securities Act.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Niku Corp)

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Securities Act Exemption. The Parent Common Stock to be issued pursuant to this Agreement initially will not be registered under the Securities Act in reliance on the exemptions from the registration requirements of Section 5 of the Securities Act set forth in Section 4(2) thereofthereof and/or Regulation S thereunder. Prior to the Closing Date, each of the Company's shareholders Stockholders shall have provided Parent such representations, warranties, certifications certifications, and additional information as Parent may reasonably request to ensure the availability of such exemptions an exemption from the registration requirements of the Securities Act.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mindspeed Technologies, Inc)

Securities Act Exemption. The Parent Common Stock to be issued ------------------------ pursuant to this Agreement initially will not be registered under the Securities Act in reliance on the exemptions exemption from the registration requirements of Section 5 of the Securities Act set forth in Section 4(2) thereof. Prior to the Closing Date, each of the Company's shareholders stockholders shall have provided Parent such representations, warranties, certifications and additional information as Parent may reasonably request to ensure the availability of such exemptions from the registration requirements of the Securities Act.

Appears in 1 contract

Samples: Affiliate Agreement (Inktomi Corp)

Securities Act Exemption. The Parent Common Stock to be issued pursuant to this Agreement initially will not be registered under the Securities Act in reliance on the exemptions from the registration requirements of Section 5 of the Securities Act set forth in Section 4(2) thereofthereof and/or Regulation S promulgated thereunder. Prior to the Closing Date, each of the Company's shareholders stockholders shall have provided Parent such representations, warranties, certifications certifications, and additional information as Parent may reasonably request to ensure the availability of such exemptions an exemption from the registration requirements of the Securities Act.. 4.2

Appears in 1 contract

Samples: Indemnity Agreement (Peregrine Systems Inc)

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