Common use of Restricted Securities Clause in Contracts

Restricted Securities. The Purchaser understands that the Shares are characterized as "restricted securities" as defined in paragraph (a)(3) of Rule 144 under the Securities Act of 1933 (the “1933 Act”) inasmuch as they are being acquired from the Trust in a transaction not involving a public offering and that under such laws and applicable regulations such Shares may be resold without registration under the 1933 Act only in certain circumstances. In this connection, the Purchaser represents that it understands the resale limitations imposed by the 1933 Act and is generally familiar with the existing resale limitations imposed by Rule 144 thereunder.

Appears in 97 contracts

Samples: Subscription Agreement (Investment Managers Series Trust III), Subscription Agreement (Investment Managers Series Trust III), Subscription Agreement (Investment Managers Series Trust III)

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Restricted Securities. The Purchaser understands that the Shares are characterized as "restricted securities" as defined in paragraph (a)(3) of Rule 144 under the Securities Act of 1933 (the “1933 Act”) United States securities laws inasmuch as they are being acquired from the Trust in a transaction not involving a public offering and that under such laws and applicable regulations such Shares may be resold without registration under the 1933 Act only in certain circumstances. In this connection, the Purchaser represents that it understands the resale limitations imposed by the 1933 Act and is generally familiar with the existing resale limitations imposed by Rule 144 thereunder.

Appears in 68 contracts

Samples: Subscription Agreement (Investment Managers Series Trust), Subscription Agreement (Investment Managers Series Trust), Form of Subscription Agreement (Investment Managers Series Trust)

Restricted Securities. The Purchaser understands that the Shares are characterized as "restricted securities" as defined in paragraph (a)(3) of Rule 144 under the Securities Act of 1933 (the “1933 Act”) United States securities laws inasmuch as they are being acquired from the Trust in a transaction not involving a public offering and that under such laws and applicable regulations such Shares may be resold without registration under the 1933 Act only in certain circumstances. In this connection, the Purchaser represents that it understands the resale limitations imposed by the 1933 Act and is generally familiar with the existing resale limitations imposed by Rule 144 thereunderunder the 1933 Act.

Appears in 21 contracts

Samples: Subscription Agreement (Franklin Ethereum Trust), Subscription Agreement (Ark 21Shares Ethereum ETF), Subscription Agreement (Ark 21Shares Bitcoin ETF)

Restricted Securities. The Purchaser understands that the Shares are characterized as "restricted securities" as defined in paragraph (a)(3) of Rule 144 under the Securities Act of 1933 (the “1933 Act”) United States securities laws inasmuch as they are being acquired from the Trust Trustees in a transaction not involving a public offering and that under such laws and applicable regulations such Shares may be resold without registration under the 1933 Act only in certain circumstances. In this connection, the Purchaser represents that it understands the resale limitations imposed by the 1933 Act and is generally familiar with the existing resale limitations imposed by Rule 144 thereunder144.

Appears in 20 contracts

Samples: Subscription Agreement (BlackRock Health Sciences Trust), Subscription Agreement (Blackrock Dividend Achievers Trust), Subscription Agreement (Blackrock Limited Duration Income Trust)

Restricted Securities. The Purchaser understands that the Shares are characterized as "restricted securities" as defined in paragraph (a)(3) of Rule 144 under the Securities Act of 1933 (the “1933 Act”) United States securities laws inasmuch as they are being acquired from the Trust in a transaction not involving a public offering and that under such laws and applicable regulations such Shares may be resold without registration under the 1933 Act only in certain circumstances. In this connection, the Purchaser represents that it understands the resale limitations imposed by the 1933 Act and is generally familiar with the existing resale limitations imposed by Rule 144 thereunder144.

Appears in 18 contracts

Samples: Subscription Agreement (Octagon XAI CLO Income Fund), Subscription Agreement (Guggenheim Active Allocation Fund), Subscription Agreement (XAI Octagon Floating Rate & Alternative Income Term Trust)

Restricted Securities. The Purchaser understands that the Shares are characterized as "restricted securities" as defined in paragraph (a)(3) of Rule 144 under the Securities Act of 1933 (the “1933 Act”) United States securities laws inasmuch as they are being acquired from the Trust Trustees in a transaction not involving a public offering and that under such laws and applicable regulations such Shares may be resold without registration under the 1933 Act only in certain circumstances. In this connection, the Purchaser represents that it understands the resale limitations imposed by the 1933 Act and is generally familiar with the existing resale limitations imposed by Rule 144 thereunder144.

Appears in 13 contracts

Samples: Subscription Agreement (BlackRock Utility & Infrastructure Trust), Subscription Agreement (BlackRock Resources & Commodities Strategy Trust), Subscription Agreement (BlackRock Build America Bond Trust)

Restricted Securities. The Purchaser understands that the Shares are characterized as "restricted securities" as defined in paragraph (a)(3) of Rule 144 under the Securities Act of 1933 (the “1933 Act”) United States securi ties laws inasmuch as they are being acquired from the Trust Trustees in a transaction not involving a public offering and that under such laws and applicable regulations such Shares may be resold without registration under the 1933 Act only in certain circumstancescircum stances. In this connection, the Purchaser represents that it understands the resale limitations imposed by the 1933 Act and is generally familiar with the existing resale limitations imposed by Rule 144 thereunder144.

Appears in 9 contracts

Samples: Subscription Agreement (S&p Quality Rankings Global Equity Managed Trust), Subscription Agreement (Blackrock Maryland Municipal Bond Trust), Subscription Agreement (Blackrock Municipal 2020 Term Trust)

Restricted Securities. The Purchaser understands that the Shares are characterized as "restricted securities" as defined in paragraph (a)(3) of Rule 144 under the Securities Act of 1933 (the “1933 Act”) United States securities laws inasmuch as they are being acquired from the Trust in a transaction not involving a public offering and that under such laws and applicable regulations such Shares may be resold without registration under the 1933 Act only in certain circumstances. In this connection, the Purchaser represents that it understands the resale limitations imposed by the 1933 Act and is generally familiar with the existing resale limitations imposed by Rule 144 thereunder144.

Appears in 9 contracts

Samples: Subscription Agreement (Guggenheim Strategic Opportunities Fund), Subscription Agreement (Blackrock New York Municipal Income Trust), Subscription Agreement (Advent/Claymore Enhanced Growth & Income Fund)

Restricted Securities. The Purchaser understands that the Shares are characterized as "restricted securities" as defined in paragraph (a)(3) of Rule 144 under the Securities Act of 1933 (the “1933 Act”) United States securities laws inasmuch as they are being acquired from the Trust Trustees in a transaction not involving a public offering and that under such laws and applicable regulations such Shares may be resold without registration under the 1933 Act only in certain circumstances. In this connection, the Purchaser represents that it understands the resale limitations imposed by the 1933 Act and is generally familiar with the existing resale limitations imposed by Rule 144 thereunder144.

Appears in 8 contracts

Samples: Subscription Agreement (Blackrock 2012 Term Trust), Subscription Agreement (Blackrock New York Municipal Income Trust), Subscription Agreement (Blackrock Municipal Income Trust)

Restricted Securities. The Purchaser understands that the Shares are characterized as "restricted securities" as defined in paragraph (a)(3) of Rule 144 under the Securities Act of 1933 (the “1933 Act”) United States securities laws inasmuch as they are being acquired from the Trust in a transaction not involving a public offering and that under such laws and applicable regulations such Shares may be resold without registration under the 1933 Act only in certain circumstances. In this connection, the Purchaser represents that it understands the resale limitations imposed by the 1933 Act and is generally familiar with the existing resale limitations imposed by Rule 144 thereunderpromulgated under the 1933 Act.

Appears in 7 contracts

Samples: Initial Capital Agreement (Highland Funds I), Initial Capital Agreement (Highland Funds I), Form of Subscription Agreement (Highland Floating Rate Fund)

Restricted Securities. The Purchaser understands that the Shares are characterized as "restricted securities" as defined in paragraph (a)(3) of Rule 144 under the Securities Act of 1933 (the “1933 Act”) inasmuch as they are being acquired from the Trust in a transaction not involving a public offering and that under such laws and applicable regulations such Shares may be resold without registration under the 1933 Act only in certain circumstances. In this connection, the Purchaser represents that it understands the resale limitations imposed by the 1933 Act and is generally familiar with the existing resale limitations imposed by Rule 144 thereunder.

Appears in 6 contracts

Samples: Subscription Agreement (Investment Managers Series Trust), Subscription Agreement (Investment Managers Series Trust), Subscription Agreement (Investment Managers Series Trust II)

Restricted Securities. The Purchaser understands that the Shares are characterized as "restricted securities" as defined in paragraph (a)(3) of Rule 144 under the Securities Act of 1933 (the “1933 Act”) United States securi ties laws inasmuch as they are being acquired from the Trust in a transaction not involving a public offering and that under such laws and applicable regulations such Shares may be resold without registration under the 1933 Act only in certain circumstancescircum stances. In this connection, the Purchaser represents that it understands the resale limitations imposed by the 1933 Act and is generally familiar with the existing resale limitations imposed by Rule 144 thereunder144.

Appears in 5 contracts

Samples: Subscription Agreement (Blackrock New York Municipal 2018 Term Trust), Subscription Agreement (Blackrock California Municipal 2018 Term Trust), Subscription Agreement (Blackrock Municipal 2018 Term Trust)

Restricted Securities. The Each Purchaser understands that the Shares it is purchasing are characterized as "restricted securities" as defined in paragraph (a)(3) of Rule 144 under the Securities Act of 1933 (the “1933 Act”) federal securities laws inasmuch as they are being acquired from the Trust Company in a transaction not involving a public offering and that under such laws and applicable regulations such Shares securities may be resold without registration under the 1933 Act Act, only in certain limited circumstances. In this connection, the each Purchaser represents that it is familiar with Rule 144 under the 1933 Act, as presently in effect, and understands the resale limitations imposed thereby and by the 1933 Act and is generally familiar with the existing resale limitations imposed by Rule 144 thereunderAct.

Appears in 3 contracts

Samples: Investment Agreement (Datawatch Corp), Investment Agreement (Osborne Richard De J), Investment Agreement (Wc Capital LLC)

Restricted Securities. The Purchaser understands that the Shares are characterized as "restricted securities" as defined in paragraph (a)(3) of Rule 144 under the Securities Act of 1933 (the “1933 Act”) United States securities laws inasmuch as they are being acquired from the Trust Company in a transaction not involving a public offering and that under such laws and applicable regulations such Shares may be resold without registration under the 1933 Act only in certain circumstances. In this connection, the Purchaser represents that it understands the resale limitations imposed by the 1933 Act and is generally familiar with the existing resale limitations imposed by Rule 144 thereunder144.

Appears in 2 contracts

Samples: Subscription Agreement (BlackRock Kelso Capital CORP), Subscription Agreement (BlackRock Kelso Capital CORP)

Restricted Securities. The Purchaser understands that the Shares are characterized as "restricted securities" as defined in paragraph (a)(3) of Rule 144 under the Securities Act of 1933 (the "1933 Act") inasmuch as they are being acquired from the Trust in a transaction not involving a public offering and that under such laws and applicable regulations such Shares may be resold without registration under the 1933 Act only in certain circumstances. In this connection, the Purchaser represents that it understands the resale limitations imposed by the 1933 Act and is generally familiar with the existing resale limitations imposed by Rule 144 thereunder.

Appears in 2 contracts

Samples: Subscription Agreement (Investment Managers Series Trust), Subscription Agreement (Investment Managers Series Trust II)

Restricted Securities. The Purchaser understands that the Shares are characterized as "restricted securities" as defined in paragraph (a)(3) of Rule 144 under the Securities Act of 1933 (the “1933 Act”) United States securities laws inasmuch as they are being acquired from the Trust in a transaction not involving a public offering and that under such laws and applicable regulations such Shares may be resold without registration under the 1933 Act only in certain circumstances. In this connectionconnection therewith, the Purchaser represents that it understands the resale limitations imposed by the 1933 Act and is generally familiar with the existing resale limitations imposed by Rule 144 thereunderunder the 1933 Act.

Appears in 2 contracts

Samples: Subscription Agreement (VanEck Ethereum Trust), Subscription Agreement (VanEck Bitcoin Trust)

Restricted Securities. The Purchaser understands that the Shares are characterized as "restricted securities" as defined in paragraph (a)(3) of Rule 144 under the Securities 1933 Act of 1933 (the “1933 Act”) inasmuch as they are being acquired from the Trust in a transaction not involving a public offering and that under such laws and applicable regulations such Shares may be resold without registration under the 1933 Act only in certain circumstances. In this connection, the Purchaser represents that it understands the resale limitations imposed by the 1933 Act and is generally familiar with the existing resale limitations imposed by Rule 144 thereunder.

Appears in 2 contracts

Samples: Subscription Agreement (Investment Managers Series Trust), Subscription Agreement (Investment Managers Series Trust)

Restricted Securities. The Purchaser understands that the Shares are characterized as "restricted securities" as defined in paragraph (a)(3) of Rule 144 under the Securities Act of 1933 (the “1933 Act”) inasmuch United States securities laws in as much as they are being acquired from the Trust in a transaction not involving a public offering and that under such laws and applicable regulations such Shares may be resold without registration under the 1933 Act only in certain circumstances. In this connection, the Purchaser represents that it understands the resale limitations imposed by the 1933 Act and is generally familiar with the existing resale limitations imposed by Rule 144 thereunderunder the 1933 Act.

Appears in 1 contract

Samples: Subscription Agreement (BlackRock Multi-Sector Opportunities Trust II)

Restricted Securities. The Purchaser understands that the Shares are characterized as "restricted securities" as defined in paragraph (a)(3) of Rule 144 under the Securities Act of 1933 (the “1933 Act”) United States securi­ties laws inasmuch as they are being acquired from the Trust in a transaction not involving a public offering and that under such laws and applicable regulations such Shares may be resold without registration under the 1933 Act only in certain circumstancescircum­stances. In this connection, the Purchaser represents that it understands the resale limitations imposed by the 1933 Act and is generally familiar with the existing resale limitations imposed by Rule 144 thereunder144.

Appears in 1 contract

Samples: Subscription Agreement (BlackRock Multi-Sector Income Trust)

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Restricted Securities. The Such Purchaser understands that the --------------------- Shares, the Warrants and the Warrant Shares are characterized as "restricted securities" as defined in paragraph (a)(3) of Rule 144 under the Securities Act of 1933 (the “1933 Act”) inasmuch as they are being acquired from the Trust in a transaction not involving a public offering federal securities laws and that under such laws and applicable regulations regulations, such Shares, Warrants and Warrant Shares may be resold without registration under the 1933 Act only in certain limited circumstances. In this connection, the such Purchaser represents that it is familiar with SEC Rule 144 promulgated under the 1933 Act ("Rule 144"), as presently in effect, and understands the resale limitations imposed thereby and by the 1933 Act and is generally familiar with the existing resale limitations imposed by Rule 144 thereunderAct.

Appears in 1 contract

Samples: Securities Purchase Agreement (U S Bioscience Inc)

Restricted Securities. The Purchaser understands that the Shares are characterized as "restricted securities" as defined in paragraph (a)(3) of Rule 144 under the Securities Act of 1933 (the “1933 Act”) United States securities laws inasmuch as they are being acquired from the Trust Corporation in a transaction not involving a public offering and that under such laws and applicable regulations such Shares may be resold without registration under the 1933 Act only in certain circumstances. In this connection, the Purchaser represents that it understands the resale limitations imposed by the 1933 Act and is generally familiar with the existing resale limitations imposed by Rule 144 thereunder144.

Appears in 1 contract

Samples: Subscription Agreement (THL Credit, Inc.)

Restricted Securities. The Purchaser Buyer understands that the Shares are characterized as "restricted securities" as defined in paragraph (a)(3) of Rule 144 under the Securities 1933 Act of 1933 (the “1933 Act”) inasmuch as they are being acquired from the Trust Seller in a transaction not involving a public offering and that under such laws the 1933 Act and applicable regulations thereunder such Shares securities may be resold without registration under the 1933 Act only in certain limited circumstances. In this connection, the Purchaser Buyer represents that it is familiar with Rule 144 promulgated under the 1933 Act, as presently in effect, and understands the resale limitations imposed thereby and by the 1933 Act and is generally familiar with the existing resale limitations imposed by Rule 144 thereunder0000 Xxx.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pemco Aviation Group Inc)

Restricted Securities. The Purchaser understands that the Shares are characterized as "restricted securities" as defined in paragraph (a)(3) of Rule 144 under the Securities Act of 1933 (the “1933 Act”) United States securities laws inasmuch as they are being acquired from the Trust Fund in a transaction not involving a public offering and that under such laws and applicable regulations such Shares may be resold without registration under the 1933 Act only in certain circumstances. In this connection, the Purchaser represents that it understands the resale limitations imposed by the 1933 Act and is generally familiar with the existing resale limitations imposed by Rule 144 thereunderunder the 1933 Act.

Appears in 1 contract

Samples: Subscription Agreement (BlackRock Hedge Fund Guided Portfolio Solution)

Restricted Securities. The Purchaser understands that the Common Shares are characterized as "it will receive will be “restricted securities" as defined in paragraph (a)(3) of Rule 144 of the General Rules and Regulations under the Securities 1933 Act of 1933 (the 1933 ActRule 144”) inasmuch as they are being acquired from the Trust Fund in a transaction not involving a public offering and that under such laws and applicable regulations such Common Shares may be resold without registration under the 1933 Act only in certain circumstances. In this connection, the Purchaser represents that it understands the resale limitations imposed by the 1933 Act and is generally familiar with the existing resale limitations imposed by Rule 144 thereunder144.

Appears in 1 contract

Samples: Subscription Agreement (Avenue Income Credit Strategies Fund)

Restricted Securities. The Purchaser understands that the Shares are characterized as "restricted securities" as defined in paragraph (a)(3) of Rule 144 under the Securities Act of 1933 (the “1933 Act”) United States securi ties laws inasmuch as they are being acquired from the Trust Trustees in a transaction not involving a public offering and that under such laws and applicable regulations such Shares may be resold without registration under the 1933 Act only in certain circumstances. In this connection, the Purchaser represents that it understands the resale limitations imposed by the 1933 Act and is generally familiar with the existing resale limitations imposed by Rule 144 thereunder144.

Appears in 1 contract

Samples: Subscription Agreement (Partners Balanced Trust)

Restricted Securities. The Purchaser understands that the Shares Preferred Shares, and the shares of Common Stock issuable upon conversion thereof, are characterized as "restricted securities" as defined in paragraph (a)(3) of Rule 144 under the Securities Act of 1933 (the “1933 Act”) federal securities laws inasmuch as they are being acquired from the Trust Company in a transaction not involving a public offering and that under such laws and applicable regulations such Shares shares may be resold without registration under the 1933 Act only in certain limited circumstances. In this connection, the Purchaser represents that it is familiar with SEC Rules 144 and 144A, as presently in effect, and understands the resale limitations imposed thereby and otherwise by the 1933 Act and is generally familiar with the existing resale limitations imposed by Rule 144 thereunderAct.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Cornerstone Properties Inc)

Restricted Securities. The Purchaser understands that the Shares are characterized as "restricted securities" as defined in paragraph (a)(3) of Rule 144 under the Securities Act of 1933 (the “1933 Act”) United States securi­ties laws inasmuch as they are being acquired from the Trust Fund in a transaction not involving a public offering and that under such laws and applicable regulations such Shares may be resold without registration under the 1933 Act only in certain circumstancescircum­stances. In this connection, the Purchaser represents that it understands the resale limitations imposed by the 1933 Act and is generally familiar with the existing resale limitations imposed by Rule 144 thereunder144.

Appears in 1 contract

Samples: Subscription Agreement (BlackRock Preferred Partners LLC)

Restricted Securities. The Purchaser understands that the Shares are characterized as "‘‘restricted securities" as defined in paragraph (a)(3) of Rule 144 ’’ under the Securities Act of 1933 (the “1933 Act”) United States securities laws inasmuch as they are being acquired from the Trust Trustees in a transaction not involving a public offering and that under such laws and applicable regulations such Shares may be resold without registration under the 1933 Act only in certain circumstances. In this connection, the Purchaser represents that it understands the resale limitations imposed by the 1933 Act and is generally familiar with the existing resale limitations imposed by Rule 144 thereunder144.

Appears in 1 contract

Samples: Subscription Agreement (BlackRock Preferred & Equity Advantage Trust)

Restricted Securities. The Purchaser understands that the Shares are characterized as "restricted securities" as defined in paragraph (a)(3) of Rule 144 under the Securities Act of 1933 (the “1933 Act”) United States securi­ties laws inasmuch as they are being acquired from the Trust Trustees in a transaction not involving a public offering and that under such laws and applicable regulations such Shares may be resold without registration under the 1933 Act only in certain circumstancescircum­stances. In this connection, the Purchaser represents that it understands the resale limitations imposed by the 1933 Act and is generally familiar with the existing resale limitations imposed by Rule 144 thereunder144.

Appears in 1 contract

Samples: Subscription Agreement (BlackRock Real Asset Equity Trust)

Restricted Securities. The Purchaser understands that the Shares are characterized as "restricted securities" as defined in paragraph (a)(3) of Rule 144 under the Securities Act of 1933 (the “1933 Act”) United States securities laws inasmuch as they are being acquired from the Trust Company in a transaction not involving a public offering and that under such laws and applicable regulations such Shares may be resold without registration under the 1933 Act only in certain circumstances. In this connection, the Purchaser represents that it understands the resale limitations imposed by the 1933 Act and is generally familiar with the existing resale limitations imposed by Rule 144 thereunderpromulgated under the 1933 Act.

Appears in 1 contract

Samples: Subscription Agreement (Highland Distressed Opportunities, Inc.)

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