Common use of Regulation D Clause in Contracts

Regulation D. (i) The Purchaser understands and acknowledges that: (A) the Securities acquired pursuant to this Agreement have not been registered under the Securities Act and are being sold in reliance upon an exemption from registration afforded by Regulation D; and that such Securities have not been registered with any state securities commission or authority; (B) pursuant to the requirements of Regulation D, the Securities may not be transferred, sold or otherwise exchanged unless in compliance with the provisions of Regulation D and/or pursuant to registration under the Securities Act, or pursuant to an available exemption thereunder; and (C) other than as set forth in Section 5.1 of this Agreement, the Company is under no obligation to register the Securities under the Securities Act or any state securities law, or to take any action to make any exemption from any such registration provisions available.

Appears in 8 contracts

Samples: Subscription Agreement (CampusU), Subscription Agreement (U S Wireless Data Inc), Subscription Agreement (ProLink Holdings Corp.)

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Regulation D. (ia) The Purchaser Investor understands and acknowledges that: that (Ai) the Securities acquired pursuant to this Agreement have not been registered under the Securities Act and are being sold in reliance upon an exemption from registration afforded by Regulation D; D and that such Securities have not been registered with any state securities commission or authority; , (Bii) pursuant to the requirements of Regulation D, the Securities may not be transferred, sold or otherwise exchanged unless in compliance with the provisions of Regulation D and/or pursuant to registration under the Securities Act, or pursuant to an available exemption thereunder; thereunder and (Ciii) other than as set forth in Section 5.1 7 of this Agreement, the Company is under no obligation to register the Securities under the Securities Act or any state securities law, or to take any action to make any exemption from any such registration provisions available.

Appears in 1 contract

Samples: Securities Purchase Agreement (Mandalay Media, Inc.)

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