Examples of Unregistered Securities in a sentence
Such Purchaser is not, to such Purchaser’s knowledge, purchasing the Unregistered Securities as a result of any advertisement, article, notice or other communication regarding the Unregistered Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of such Purchaser, any other general solicitation or general advertisement.
Such Purchaser is acquiring the Unregistered Securities as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Unregistered Securities (this representation and warranty not limiting such Purchaser’s right to sell the Unregistered Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws).
The Company agrees to timely file a Form D with respect to the Unregistered Securities as required under Regulation D and to provide a copy thereof, promptly upon request of any Purchaser.
The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Unregistered Securities for, sale to the Purchasers at the Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of any Purchaser.
Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Unregistered Securities by the Company to the Purchasers as contemplated hereby.