Private Transaction. The Selling Members understand that the shares issued pursuant to this Agreement, have not been nor will they be registered under the Securities Act of 1933 as amended ("33 Act"), but are issued pursuant to exemptions from registration including but not limited to Regulation D and Section 4(2) of the '33 Act.
Appears in 2 contracts
Sources: Purchase Agreement (Premier Holding Corp.), Purchase Agreement (Marketing Worldwide Corp)
Private Transaction. The Selling Members understand that the shares issued pursuant to this Agreement, have not been nor will they be registered under the Securities Act of 1933 as amended ("β33 Act"β), but are issued pursuant to exemptions from registration including but not limited to Regulation D and Section 4(2) of the '33 Act.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (Premier Holding Corp.)
Private Transaction. The Selling Members Shareholders understand that the shares Shares issued pursuant to this Agreement, have not been nor will they be registered under the Securities Act of 1933 as amended ("'33 Act"), but are issued pursuant to exemptions from registration including but not limited to Regulation D and Section 4(2) of the '33 Act, and Purchaser's reliance on such exemptions in issuing the Shares is predicated in part on the representations of the Shareholders, to be executed by the Shareholders and delivered to Purchaser at Closing.
Appears in 2 contracts
Sources: Share Exchange Agreement (Newcom International Inc), Share Exchange Agreement (Newcom International Inc)
Private Transaction. The Selling Members Sellers understand that the shares issued pursuant to this Agreement, have not been nor will they be registered under the Securities Act of 1933 as amended ("33 Act"), but are issued pursuant to exemptions from registration including but not limited to Regulation D and Section 4(2) of the '33 Act.
Appears in 1 contract
Private Transaction. The Selling Members SELLER understand that the shares issued pursuant to this Agreement, have not been nor will they be registered under the Securities Act of 1933 as amended ("33 Act"), but are issued pursuant to exemptions from registration including but not limited to Regulation D and Section 4(2) of the '33 Act.
Appears in 1 contract
Sources: Asset Purchase Agreement (International Sports & Media Group Inc)