Compliance with Federal and State Securities Laws. TMG and the Majority Interest Holders understand that the BARON ENERGY Shares have not been registered under the Securities Act. and that the BARON ENERGY Shares must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Securities Act or an exemption from such registration is available. Moreover, each Majority Interest Holder understands that transfer of the BARON ENERGY Shares will be subject to certain restrictions, which include restrictions against transfer under the Securities Act and applicable state securities laws. In addition to such restrictions, the Majority Interest Holder realizes that it may not be able to sell or dispose of the BARON ENERGY Shares as there may be no public or other market for them. Each Majority Interest Holder understands that certificates evidencing the BARON ENERGY Shares shall bear a legend substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR PLEDGED UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE LAW OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS
Compliance with Federal and State Securities Laws. The Purchaser understands that the Securities being offered and sold hereunder have not been registered under the Securities Act. The Purchaser understands that the Securities being offered and sold hereunder must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Securities Act or an exemption from such registration is available. Moreover, the Purchaser understands that its right to transfer the Securities being purchased hereunder will be subject to certain restrictions, which include restrictions against transfer under the Securities Act and applicable state securities laws. In addition to such restrictions, the Purchaser realizes that it may not be able to sell or dispose of the Securities being purchased hereunder, as there may be no public or other market for them. The Purchaser understands that certificates evidencing the Securities being purchased hereunder shall bear a legend substantially as follows: The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any applicable state law. They may not be offered for sale, sold, transferred or pledged without (1) registration under the Securities Act of 1933, as amended, and any applicable state law, or (2) an opinion (reasonably satisfactory to the Company) of counsel that registration is not required.
Compliance with Federal and State Securities Laws. Holder hereby acknowledges that neither this Warrant nor any of the securities that may be acquired upon exercise of this Warrant have been registered under the Securities Act of 1933, as amended, or under the securities laws of any state. The Holder acknowledges that, upon exercise of this Warrant, the securities to be issued upon such exercise may come under applicable federal and state securities (or other) laws requiring registration, qualification or approval of governmental authorities before such securities may be validly issued or delivered upon notice of such exercise. The Company's sole obligation to any Holder upon exercise hereof shall be to use its best efforts to obtain exemptions from registration or qualification for the issuance of such securities under applicable state and federal securities laws, and the Holder further agrees that the issuance of such securities shall be deferred until such exemptions shall have been obtained; and it is further agreed that the Company shall have no other obligation or liability to the Holder for non-issuance of such securities except to return the Warrant surrendered and to refund to the Holder any consideration tendered in respect of the Exercise Price. With respect to any such securities, this Warrant may not be exercised by, and securities shall not be issued to, any Holder in any state in which such exercise would be unlawful. The Holder agrees that the Company may place such legend or legends on certificates representing securities issued upon exercise of this Warrant as the Company may reasonably deem necessary to comply with applicable state and federal securities laws for the issuance of such securities. The provisions of this Section 3 shall apply to the transfer of this Warrant and the shares of Common Stock purchasable upon exercise of this Warrant, subject to adjustments from time to time pursuant to the provisions contained in this Warrant (such securities, together with any shares of stock or warrants or rights issued as, or resulting from the issuance of, a dividend or other distribution upon such securities or any other shares of stock or warrants or rights substituted therefor being herein in the aggregate called "RESTRICTED SECURITIES"). Each such transfer of a Restricted Security is herein called a "RESTRICTED ACTION." The holder of any Restricted Security, by its acceptance thereof, agrees that it will not take any Restricted Action for so long as the restrictions imposed by this Sect...
Compliance with Federal and State Securities Laws. The undersigned understands and agrees that the following restrictions and limitations are applicable to his purchase, resales, pledges, hypothecations or other transfers of Shares and the Warrant Shares:
(a) The undersigned agrees that Shares and the Warrant Shares shall not be sold, pledged, hypothecated or otherwise transferred unless such Shares or Warrant Shares are registered under the Securities Act of 1933, as amended, and applicable state securities laws or are exempt therefrom.
(b) A legend in substantially the following form has been or will be placed on any instruments evidencing Shares and the Warrant Shares: THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES ACT OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES, AND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OF THEM UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES ACTS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR ACTS.
(c) If applicable, the legend described in subparagraph (b) above will be placed with respect to any new instrument(s) or other document(s) issued upon presentment by the undersigned of such instrument(s) or other document(s) for transfer.
Compliance with Federal and State Securities Laws. Diversus hereby acknowledges that it is aware (and that its employees who are involved in providing any of the Services are aware) of its responsibility under the United States securities laws with respect to purchasing or selling securities of a company about which it (or its employees) have material nonpublic information and agrees that it will neither use, nor permit any of its employees to use, any information in contravention of such securities laws or any rules or regulations promulgated thereunder. Diversus further agrees that it will not disclose any material nonpublic information regarding Holdings to any person, other than Diversus employees who have a need to know such information in order to provide the Services, and will inform its employees of their legal responsibility to not disclose such information.
Compliance with Federal and State Securities Laws. IPTGL will cause its officers, agents and representatives to fully assist ICGL with any and all public company filings, applications and compliance measures required by the Securities Act (including rules and regulations promulgated thereunder), federal and state securities laws and regulations, the Financial Industry Regulatory Authority, the PCAOB, the OTC Markets Group, any affiliates of the aforementioned regulatory bodies and any other organization with regulatory or oversight authority over ICGL.
Compliance with Federal and State Securities Laws. Optionee understands and acknowledges that, in reliance upon the representations and warranties made by Optionee herein, the Shares have not been registered with the Securities and Exchange Commission ("SEC") under the 1933 Act, but have been issued under an exemption or exemptions from the registration requirements of the 1933 Act that impose certain restrictions on Optionee's ability to transfer the Shares and have not been registered under any Georgia securities laws or the securities laws of any other state. Optionee understands that Optionee may not transfer any Shares unless such Shares are registered under the 1933 Act and the securities laws of Georgia (or the securities laws of any other state, if applicable) or unless, in the opinion of counsel to the Company, an exemption from such registration is available. Optionee understands that only the Company may file a registration statement with the SEC or Georgia (or other applicable states), and that the Company is under no obligation to do so with respect to the Shares. Optionee has also been advised that an exemption from registration may not be available or may not permit Optionee to transfer all or any of the Shares in the amounts or at the times proposed by Optionee.
Compliance with Federal and State Securities Laws. The issuance of shares of IO Common Stock in the Merger, as well as the common stock of the Surviving Corporation, shall not violate any federal or state securities laws.
Compliance with Federal and State Securities Laws. The Membership Interests have not been registered under the Securities Act, or any applicable state or foreign securities laws. The Membership Interests may not be Transferred in the absence of an effective registration statement under the Securities Act and due qualification under all applicable state or foreign securities laws, unless an exemption is available from the registration and qualification requirements of the Securities Act and all applicable state and foreign securities laws as determined by the Manager. Any Person desiring to Transfer any Membership Interests shall provide such information (including an opinion of counsel) as the Manager may reasonably request in order to make this determination.
Compliance with Federal and State Securities Laws. The Shareholder understands that the Bio-American Capital Corp. Shares have not been registered under the Securities Act. The Shareholder understands that the Bio-American Capital Corp. Shares must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Securities Act or an exemption from such registration is available. Moreover, the Shareholder understands that its right to transfer the Bio-American Capital Corp. Shares will be subject to certain restrictions, which include restrictions against transfer under the Securities Act and applicable state securities laws. In addition to such restrictions, the Shareholder realizes that it may not be able to sell or dispose of the Bio-American Capital Corp. Shares, as there may be no public or other market for them. The Shareholder understands that certificates evidencing the Shares shall bear a legend substantially as follows:
