Common use of Federal Securities Act Representations Clause in Contracts

Federal Securities Act Representations. The STOCKHOLDERS acknowledge that the shares of PC Stock to be delivered to the STOCKHOLDERS pursuant to this Agreement have not been and will not be registered under the 1933 Act and therefore may not be resold unless registered under the 1933 Act or resold pursuant to an exemption from the registration requirements of the 1933 Act. The PC Stock to be acquired by the STOCKHOLDERS pursuant to this Agreement is being acquired solely for their own respective accounts, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of it in connection with a distribution; provided, however that this covenant shall not prohibit any disposition in accordance with the securities laws and this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Medical Manager Corp), Agreement and Plan of Reorganization (Medical Manager Corp)

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Federal Securities Act Representations. The STOCKHOLDERS acknowledge that the shares of PC Stock to be delivered to the STOCKHOLDERS pursuant to this Agreement have not been and will not be registered under the 1933 Act and therefore may not be resold unless registered under the 1933 Act or resold pursuant to an exemption from the registration requirements of the 1933 Act. The PC Stock to be acquired by the STOCKHOLDERS pursuant to this Agreement is being acquired solely for their own respective accounts, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of it in connection with cwith a distribution; provided, however that this covenant shall not prohibit any disposition in accordance with the securities laws and this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Medical Manager Corp)

Federal Securities Act Representations. The STOCKHOLDERS acknowledge STOCKHOLDER acknowledges that the shares of PC Stock to be delivered to the STOCKHOLDERS STOCKHOLDER pursuant to this Agreement have not been and will not be registered under the 1933 Act and therefore may not be resold unless registered under the 1933 Act or resold pursuant to an exemption from the registration requirements of the 1933 Act. The PC Stock to be acquired by the STOCKHOLDERS STOCKHOLDER pursuant to this Agreement is being acquired solely for their his own respective accountsaccount, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of it in connection with a distribution; provided, however that this covenant shall not prohibit any disposition in accordance with the securities laws and this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Medical Manager Corp)

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Federal Securities Act Representations. The STOCKHOLDERS acknowledge STOCKHOLDER acknowledges that the shares of PC Stock to be delivered to the STOCKHOLDERS STOCKHOLDER pursuant to this Agreement have not been and will not be registered under the 1933 Act and therefore may not be resold unless registered under the 1933 Act or resold pursuant to an exemption from the registration requirements of the 1933 Act. The PC Stock to be acquired by the STOCKHOLDERS STOCKHOLDER pursuant to this Agreement is being acquired solely for their his own respective accountsaccount, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of it in connection with a distribution; provided, however however, that this covenant shall not prohibit any disposition in accordance with the securities laws and this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Medical Manager Corp)

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