Certain Securities Laws Matters. By acceptance of this Warrant, the Registered Holder hereby confirms that this Warrant is acquired for investment only and not with a view to, or for sale in connection with, any distribution; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered Holder is able to bear the economic risk of holding the Warrant and/or the Warrant Stock (or any shares of stock or other securities at the time issuable upon exercise of the Warrant) for an indefinite period; that the Registered Holder understands that this Warrant and the Warrant Stock (or any shares of stock or other securities at the time issuable upon exercise of the Warrant) are not and will not be registered under the Securities Act except as set forth in in the Registration Rights Agreement (as defined in Section 6.4 hereof) and will be “restricted securities” within the meaning of Rule 144 under the Securities Act; and that the Registered Holder is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act.
Certain Securities Laws Matters. Unless registered in the EPO or another registered public offering, the certificates representing the Securities shall bear appropriate and customary restrictive legends relating to the restrictions on transfer applicable thereto.
Certain Securities Laws Matters. 52 10.3 Assignment.............................................................................53 10.4 Notices................................................................................53 10.5
Certain Securities Laws Matters. Mixman acknowledges and agrees that ------------------------------- (i) Beatnik's issuance of the Merger Shares will not have been registered under the Securities Act, (ii) such Merger Shares may need to be held indefinitely, (iii) there may not be a public market for such shares, (iv) when and if such shares may be disposed of without registration in reliance on Rule 144 and/or Rule 145 promulgated under the Securities Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule, if the shareholder is an "affiliate" of Beatnik, (v) if the Rule 144 and/or Rule 145 exemption is not available, public sale without registration will require compliance with an exemption under the Securities Act, (vi) a restrictive legend in the following form shall be placed on the certificates representing the Merger Shares held by affiliates of Mixman who become affiliates of Beatnik: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). AS LONG AS THE HOLDER OF THESE SECURITIES IS AN AFFILIATE OF THE ISSUER, THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SALE OF THESE SECURITIES UNDER THE SECURITIES ACT UNLESS THE OFFERING AND SALE ARE IN COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR OTHERWISE EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT.
Certain Securities Laws Matters. LLC is acquiring the Shares of Common Stock for its own account, without a view to the resale, transfer or distribution thereof, and not for the account of others. LLC agrees not to resell or otherwise dispose of all or any such stock, except as permitted by federal and state securities laws in the opinion of legal counsel reasonably acceptable to OPS, including, without limitation, any and all applicable provisions of this Agreement and any regulations under the Securities Act of 1933, as amended (the "Securities Act"). LLC fully understands and agrees that it must bear the economic risk of the investment in the Shares for an indefinite period of time. LLC further understands that this stock has not been registered under any federal or state securities laws, and may not be assigned unless it is first registered or the transaction is exempt from registration under federal or applicable state securities laws. LLC understands and agrees that transfer of such shares will be restricted in their resale and that each certificate evidencing the shares will bear the following legend, or one substantially similar thereto:
Certain Securities Laws Matters. The Corporation is presently a reporting issuer under the securities laws of the Reporting Jurisdictions, and a registrant under the U.S. Exchange Act. The Corporation has timely filed or furnished (or has timely filed necessary extensions with respect thereto) all required reports and is not in default in any material respect of any other requirement of such Securities Laws. The Corporation has implemented and maintains disclosure controls and procedures (as contemplated by Rules 13a-15(e) and 15d-15(e) under the U.S. Exchange Act), and such controls and procedures are effective to ensure that all material information required to be disclosed by the Company in the reports that it files under the U.S. Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms. The Corporation has implemented and maintains a system of internal control over financial reporting (as contemplated by Rules 13a-15(f) and 15d-15(f) under the U.S. Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes.
Certain Securities Laws Matters. Subscriber represents and warrants that:
i. Subscriber acknowledges that this contract, and Subscriber’s payments made hereunder, entitle Subscriber solely to Bill Credits, and are intended by Subscriber to be used toward Subscriber’s consumption of electricity. Subscriber acknowledges that Subscriber’s net cost of electricity may or may not be reduced as a result of entering into this contract, depending on, among other factors, the amount of electricity generated by the Systems and fluctuations in utility rates for electricity. Subscriber further acknowledges, however, that Subscriber will not otherwise be entitled to any profit (through earnings, capital appreciation or otherwise) related to the ownership of the Facilities or Provider’s income.
ii. Subscriber is the sole party in interest agreeing to the terms of this contract and is acquiring Percentage Allocation as a commodity for personal consumption for its own account, not for investment or speculation and not with a view to the resale or other distribution thereof, in whole or in part.
iii. Subscriber is aware that this contract has not been registered under the Securities Act of 1933, as amended, and the regulations promulgated thereunder (the “Securities Act”) or registered or qualified under the securities laws of the state in which Subscriber resides or is located based in part upon the representations of Subscriber contained herein.
Certain Securities Laws Matters. Each of the Shareholders is acquiring OPS Common Stock for his own account, without a view to the resale, transfer or distribution thereof, and not for the account of others. Each Shareholder agrees not to resell or otherwise dispose of all or any such stock, except as permitted by federal and state laws in the opinion of legal counsel reasonably acceptable to OPS, including, without limitation, any and all applicable provisions of this Agreement and any regulations under the Securities Act of 1933. Each Shareholder fully understands and agrees that he must bear the economic risk of the investment in the Stock Consideration for an indefinite period of time. Each Shareholder understands and agrees that transfer of such shares will be restricted in their resale and that each certificate evidencing the shares will bear the following legend, or one substantially similar thereto: The shares of stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and no transfer, sale, assignment, pledge, hypothecation or other disposition of the shares represented by this certificate may be made except (A) pursuant to the effective registration statement under the Act and any applicable state securities laws or (B) pursuant to an exemption from the provisions of Section 5 of the Act, and the rules and regulations in effect thereunder, and state securities laws.
Certain Securities Laws Matters. (a) The Seller understands that it may be deemed to be an "affiliate" of the Purchaser as such term is (i) defined for purposes of Rule 144 of the general rules and regulations (the "RULES AND REGULATIONS") of the SEC under the Securities Act, or (ii) used in and for purposes of Accounting Series Releases 130 and 135, as amended, of the SEC. The Seller also understands that the Common Stock Consideration is being issued to the Seller in an unregistered transaction in reliance on Section 4(2) of the Securities Act.
(b) The Seller will (i) comply with all trading restrictions imposed by the Purchaser on its directors generally and (ii) will sign any customary "affiliate letter" or "Rule 145 letter" requested by the Purchaser to facilitate any business combination transaction approved by the Purchaser's Board of Directors. This
Certain Securities Laws Matters. No offers or sales of any securities of the same or similar classes as the Securities will be made by the Company or any affiliate during the six-month period after the completion of a Private Placement except in compliance with the registration requirements of the Securities Act or an exemption there from. The Company and TEP shall not make any general solicitation in connection with the offer and sale of the Securities. Assuming that the Company complies with its obligations under Section 7(b), TEP will otherwise comply with Federal and applicable State securities laws, provided that TEP is not responsible for any misstatements or omissions regarding disclosures made by HEI.
