United States Securities Law Compliance. 6.1 The New OpenTV Shares to be issued pursuant to this Agreement shall not be registered under the Securities Act, in reliance upon the exemption contained in Section 4(2) of the Securities Act and/or Regulation S promulgated thereunder and in reliance upon the representations and warranties of the Vendors contained in paragraph 2.5
United States Securities Law Compliance. 30 8. Lock up for New OpenTV Shares..................................................................................... 31 9. Escrow............................................................................................................ 33 10.
United States Securities Law Compliance. 19 7. Warranties............................................................................ 20 8.
United States Securities Law Compliance. Buyer acknowledges that the offering and sale of the Membership Interest is intended to be exempted from registration under the Securities Act of 1933, as amended (the “Securities Act”). Buyer understands and agrees that Buyer will sell or otherwise transfer its Membership Interest or any portion thereof only in accordance with the provisions of the Securities Act, pursuant to registration under the Securities Act or pursuant to an available exemption from registration thereunder and otherwise in a manner which does not violate the securities laws of any State of the United States. Buyer understands that the Company is under no obligation to register any interest in the Company on behalf of Buyer or to assist Xxxxx in complying with any exemption from registration under the Securities Act or under any other applicable securities laws. Buyer also understands that sales or transfers of its Membership Interest are further restricted by the provisions of the Operating Agreement and the securities laws of the States of the United States.
United States Securities Law Compliance. The Buyer acknowledges that the offering and sale of the Shares is intended to be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). The Buyer understands and agrees that the Buyer will sell or otherwise transfer the Shares or any portion thereof only in accordance with the provisions of the Securities Act, pursuant to registration under the Securities Act or pursuant to an available exemption from registration thereunder and otherwise in a manner that does not violate the securities laws of any state of the United States.
United States Securities Law Compliance. Solely for Purchasers' compliance with the federal and state securities laws of the United States of America and without limiting or affecting the other representations, warranties, covenants or agreements of Purchasers hereunder, each Seller further represents and warrants as follows:
United States Securities Law Compliance. Buyer acknowledges that the offering and sale of the Purchased Interest is intended to be exempted from registration under the Securities Act of 1933, as amended (the “Securities Act”). Buyer understands and agrees that Buyer will sell or otherwise transfer its Membership Interest or any portion thereof only in accordance with the provisions of the Securities Act, pursuant to registration under the Securities Act or pursuant to an available exemption from registration thereunder and otherwise in a manner which does not violate the securities laws of any State of the United States. Buyer understands that the Company is under no obligation to register any interest in the Company on behalf of Buyer or to assist Buyer in complying with any exemption from registration under the Securities Act or under any other applicable securities laws.
United States Securities Law Compliance. (a) Seller has neither directly nor indirectly offered its Limited Liability Company Interest for sale, nor solicited any offer to buy its Limited Liability Company Interest, by means of any general advertising or any other form of general solicitation. Seller has neither directly nor indirectly offered its Limited Liability Company Interest for sale, nor solicited any offer to buy its Limited Liability Company Interest, in any other manner that would require the sale of such Limited Liability Company Interest to be subject to the registration requirements of the Securities Act of 1933, as amended (the "Securities Act").
United States Securities Law Compliance. The Investor acknowledges that the offering and sale of the Purchased Interest is intended to be exempted from registration under the Securities Act of 1933, as amended (the "Securities Act"). The Investor understands and agrees that the Investor will sell or otherwise transfer its Interest in the Limited Liability Company or any portion of it only in accordance with the provisions of the Securities Act, pursuant to registration under the Securities Act or pursuant to an available exemption from registration and otherwise in a manner which does not violate the securities laws of any State of the United States. The Investor understands that the Limited Liability Company is under no obligation to register any Interest in the Limited Liability Company on behalf of the Investor or to assist the Investor in complying with any exemption from registration under the Securities Act or under any other applicable securities laws. ARTICLE VI
United States Securities Law Compliance. (a) No Seller has either directly nor indirectly offered the Shares for sale, nor solicited any offer to buy the Shares, by means of any general advertising or by any other form of general solicitation. No Seller has either directly nor indirectly offered the Shares for sale, nor solicited any offer to buy the Shares, in any other manner that would require the sale of such Shares to be subject to the registration requirements of the Securities Act or any state securities law, rule or regulation.
