Issuance of Parent Common Stock. To the Company's knowledge, as of the date of this Agreement and as of the Effective Time, no facts or circumstances exist or will exist that could cause the issuance of Parent Common Stock pursuant to the Merger to fail to meet the exemption from the registration requirements of the Securities Act set forth in Rule 506 of Regulation D under of the Securities Act.
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Samples: Agreement and Plan of Merger (Cardiff International Inc), Agreement and Plan of Merger (PivX Solutions, Inc.), Agreement and Plan of Merger (Entreport Corp)
Issuance of Parent Common Stock. To the Company's ’s knowledge, as of the date of this Agreement and as of the Effective Time, no facts or circumstances exist or will exist that could cause the issuance of Parent Common Stock pursuant to the Merger to fail to meet the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), set forth in Rule 506 of Regulation D under of the Securities Actpromulgated thereunder.
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Samples: Leak Out Agreement (Network Dealer Services Holding Corp.), Agreement and Plan of Merger (Digitiliti Inc), Agreement and Plan of Merger (Kentex Petroleum Inc)
Issuance of Parent Common Stock. To the Company's ’s knowledge, as of the date of this Agreement and as of the Effective Time, no facts or circumstances exist or will exist that could cause the issuance of Parent Common Stock pursuant to the Merger to fail to meet the exemption from the registration requirements of the Securities Act shares of Parent Common Stock issuable under Section 1.5(a) of this Agreement, as set forth in Rule 506 505 of Regulation D promulgated thereunder or other available exemptions under of the Securities Act.
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Issuance of Parent Common Stock. To the Company's knowledge, as of the date of this Agreement and as of the Effective Time, no facts or circumstances exist or will exist that could cause would result in the issuance of Parent Common Stock pursuant to the Merger to fail to meet the exemption from the registration requirements of the Securities Act set forth in Rule 506 of Regulation D under of the Securities Act.; provided, however, the Company makes no representation or warranty
Appears in 1 contract
Samples: Agreement and Plan of Merger (Source Energy Corp /Ut/)
Issuance of Parent Common Stock. To the Company's ’s knowledge, as of the date of this Agreement and as of the Effective Time, no facts or circumstances exist or will exist that could cause the issuance of Parent Common Stock pursuant to the Merger to fail to meet the exemption from the registration requirements of the Securities Act set forth in Rule 506 of Regulation D under 1933, as amended (the “Securities Act”), and the General Rules and Regulations of the Securities Actand Exchange Commission (the “SEC”) promulgated thereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Westcott Products Corp)
Issuance of Parent Common Stock. To the Company's knowledge, as of the date of this Agreement and as of the Effective Time, no facts or circumstances exist or will exist that could cause the issuance of Parent Common Stock pursuant to the Merger to fail to meet the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), as set forth in Rule 506 of Regulation D under of the Securities Actpromulgated thereunder.
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Issuance of Parent Common Stock. To the Company's ’s knowledge, as of the date of this Agreement and as of the Effective Time, no facts or circumstances exist or will exist that could cause the issuance of Parent Common Stock or the transfer of the Parent Preferred Stock pursuant to the Merger to fail to meet the exemption from the registration requirements of the Securities Act set forth in Rule 506 of Regulation D under 1933, as amended (the “Securities Act”), and the General Rules and Regulations of the Securities Actand Exchange Commission (the “SEC”) promulgated thereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mondial Ventures, Inc.)
Issuance of Parent Common Stock. To the Company's knowledge, as of the date of this Agreement and as of the Effective Time, no facts or circumstances exist or will exist that could cause the issuance of Parent Common Stock pursuant to the Merger to fail to meet the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). set forth in Rule 506 of Regulation D under of the Securities Actpromulgated thereunder.
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