Compliance with Regulation D Sample Clauses

Compliance with Regulation D. The Company is aware that the Acquirer Common Stock to be issued pursuant to the Merger will constitute “restricted securities” within the meaning of Securities Act. At no time was any holder of Company Capital Stock or Company Options solicited by means of general advertising or general solicitation in connection with this Agreement or the Transactions. The Company has no knowledge of any inaccuracies in any AIQ delivered to Acquirer by the Company Stockholders prior to or in connection with the execution of this Agreement.

Compliance with Regulation D. The Company is aware that the Parent Common Stock to be issued pursuant to the transactions contemplated hereby will constitute “restricted securities” within the meaning of Securities Act. At no time was any holder of Company Common Stock, Company Options, or Company RSUs solicited by means of general advertising or general solicitation in connection with this Agreement or the transactions contemplated hereby.

Compliance with Regulation D. Pursuant to Regulation D under the Securities Act, the Buyer understands and agrees that the following restrictions and limitations are applicable to its purchase, resales, hypothecations or other transfers of the Note or the Conversion Shares underlying the Note: (i) The Buyer agrees that the Note or the Conversion Shares underlying the Note shall not be sold, pledged, hypothecated or otherwise transferred unless the Note or the Conversion Shares underlying the Note are registered under the Securities Act, and the securities laws of any state, or are exempt therefrom; (ii) A legend in substantially the following form has been or will be placed on any certificate(s) or other document(s) evidencing the Note or the Conversion Shares underlying the Note: THE SECURITIES REPRESENTED BY THIS INSTRUMENT OR DOCUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAW OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAW OF ANY STATE, OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. (iii) Stop transfer instructions to the transfer agent of the Note or the Conversion Shares underlying the Note have been or will be placed with respect to the Note or the Conversion Shares underlying the Note so as to restrict the resale, pledge, hypothecation or other transfer thereof, subject to the provisions of the legend set forth in subparagraph (ii) above; and (iv) The legend and stop transfer instructions described in subparagraphs (ii) and (iii) above will be placed with respect to any new certificate(s) or other document(s) issued upon presentment by the Buyer of certificate(s) or other document(s) for transfer subject to the provisions of the legend set forth in subparagraph (ii) above. (v) The Buyer acknowledges that it will be responsible for compliance with all conditions on transfer imposed by any federal or state securities statute and securities law administrator and for any expenses incurred by the Company for legal or accounting services in connection with re...

Compliance with Regulation D. The Company is aware that the Parent Common Stock to be issued pursuant to the Transactions will constitute “restricted securities” within the meaning of Securities Act. At no time was any holder of Company Capital Stock, Company Options or Company Warrants solicited by means of general advertising or general solicitation in connection with this Agreement or the Transactions.

Compliance with Regulation D. Neither the Company nor any of its affiliates nor any person acting on behalf of, or as agent for, the foregoing, shall take any action in connection with the Offering which would cause the Offering not to comply with Rule 505 of Regulation D.

Compliance with Regulation D. Seller agrees to file a Form D with the SEC within fifteen days of the date of the Closing and to file, on a timely basis, any amendments or supplements to such Form D as may be required under Regulation D promulgated under the 1933 Act. Seller also agrees to comply with the filing requirements of state securities laws applicable to the sale of the Shares of Common Stock hereunder.

Compliance with Regulation D. The Company is aware that the Parent Class A Common Stock to be issued pursuant to the transactions contemplated by this Agreement shall constitute “restricted securities” within the meaning of the Securities Act. At no time was any Company Stockholder solicited by the Company or any of its Subsidiaries by means of general advertising or general solicitation in violation of Regulation D under the Securities Act in connection with this Agreement or the transactions contemplated by this Agreement; provided that the Company does not make any representation or warranty as to whether the solicitation of the Company Stockholder Approval in accordance with Section 5.1 or its compliance with the terms of this Agreement constitutes general advertising or general solicitation.

Compliance with Regulation D. Each party shall comply with all of the terms of SEC Rule 506 required of it with respect to the Shares.

Compliance with Regulation D. The Company is aware that the Parent Common Stock to be issued pursuant to the transactions contemplated by this Agreement shall constitute “restricted securities” within the meaning of Securities Act. Except with respect to the notice of special meeting and related disclosures to be provided to the Shareholders, each of which shall be subject to approval of Parent, the Company has not and shall not engage in any solicitation of any Shareholder by means of general advertising or general solicitation in connection with this Agreement or the transactions contemplated by this Agreement. No more than thirty-five (35) Shareholders are not Accredited Shareholders.