Common use of Securities Laws Representations Clause in Contracts

Securities Laws Representations. Buyer understands that the Shares have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or under any applicable state securities laws, and that neither the Seller nor the Company have any obligation to register or qualify the Shares or the offer of the Shares to Buyer. Buyer is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act. Buyer further acknowledges and agrees that the offer and sale of the Shares to Buyer hereunder is exempt from any such registration requirements. Buyer understands that the Shares cannot be sold, assigned, or otherwise transferred unless they are subsequently registered under the 1933 Act and any applicable state securities laws or if an exemption from such registration or qualification is then available, and is aware that an investment in the Seller and Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. Buyer agrees to comply with all securities laws and regulations governing this transaction and any future disposition or transfer of the securities so that Buyer does not cause, directly or indirectly, this transaction to violate any applicable securities laws. Buyer is acquiring the Shares solely for the purpose of investment and not with a view to, or for offer or sale in connection with, any distribution thereof other than in compliance with applicable securities laws.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Spectrum Global Solutions, Inc.), Stock Purchase Agreement (Spectrum Global Solutions, Inc.)

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Securities Laws Representations. Buyer understands that the Shares have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or under any applicable state securities laws, and that neither the Seller nor the Company have any obligation to register or qualify the Shares or the offer of the Shares to Buyer. Buyer is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act. Buyer further acknowledges and agrees that the offer and sale of the Shares to Buyer hereunder is exempt from any such registration requirements. Buyer understands that the Shares cannot be sold, assigned, or otherwise transferred unless they are subsequently registered under the 1933 Act and any applicable state securities laws or if an exemption from such registration or qualification is then available, and is aware that an investment in the Seller and Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. Buyer agrees to comply with all securities laws and regulations governing this transaction and any future disposition or transfer of the securities so that Buyer does not cause, directly or indirectly, this transaction to violate any applicable securities laws. Buyer is acquiring the Shares solely for the purpose of investment and not with a view to, or for offer or sale in connection with, any distribution thereof other than in compliance with applicable securities laws.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Intercloud Systems, Inc.), Stock Purchase Agreement (Spectrum Global Solutions, Inc.)

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Securities Laws Representations. Buyer understands that the Shares have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or under any applicable state securities laws, and that neither the Seller nor the Company have any obligation to register or qualify the Shares or the offer of the Shares to Buyer. Buyer is an “accredited investor” as defined in Rule 501(a50l (a) of Regulation D promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act. Buyer further acknowledges and agrees that the offer and sale of the Shares to Buyer hereunder is exempt from any such registration requirements. Buyer understands that the Shares cannot be sold, assigned, or otherwise transferred unless they are subsequently registered under the 1933 Act and any applicable state securities laws or if an exemption from such registration or qualification is then available, and is aware that an investment in the Seller and Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. Buyer agrees to comply with all securities laws and regulations governing this transaction and any future disposition or transfer of the securities so that Buyer does not cause, directly or indirectly, this transaction to violate any applicable securities laws. Buyer is acquiring the Shares solely for the purpose of investment and not with a view to, or for offer or sale in connection with, any distribution thereof other than in compliance with applicable securities laws.

Appears in 1 contract

Samples: Stock Purchase Agreement (Intercloud Systems, Inc.)

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