Examples of Stock Consideration in a sentence
Seller and each Member also understand that the Stock Consideration acquired by Seller or such Member hereunder are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Seller and each such Member’s representations contained in this Agreement.
Seller and each Member acquiring Stock Consideration is acquiring such Stock Consideration hereunder for Seller or such Member’s own account and for the account of the direct and indirect equityholders of Seller or such Member for investment only, and not with a view towards their distribution, except in compliance with applicable securities Law.
Seller and each Member understand that the Stock Consideration acquired by Seller or such Member hereunder have not been registered under the Securities Act.
Parent shall, at all times, until all of the Stock Consideration has been sold or is no longer subject to resale restrictions under the Securities Act, file all reports required to be filed under Section 13 or 15(d) of the Exchange Act.
Parent is, and after giving effect to the issuance of the Stock Consideration will be, in compliance in all material respects with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC promulgated thereunder.