Disposition under Rule 144. The Subscriber also acknowledges and understands that, if the Subscriber is a resident of the United States:
(a) the Shares are restricted securities within the meaning of Rule 144 promulgated under the U.S. Act;
(b) the exemption from registration under Rule 144 will not be available in any event for at least one year from the date of purchase and payment of the Shares by the Subscriber, and even then will not be available unless (i) a public trading market then exists for the common stock of the Company, (ii) adequate information concerning the Company is then available to the public and (iii) other terms and conditions of Rule 144 are complied with; and
(c) any sale of the Shares may be made by the Subscriber only in limited amounts in accordance with such terms and conditions. In this regard the Subscriber further acknowledges and understands that, without in anyway limiting the acknowledgements and understandings as set forth hereinabove, the Subscriber agrees that the Subscriber shall in no event make any disposition of all or any portion of the Shares which the Subscriber is acquiring hereunder unless and until:
(a) there is then in effect a "Registration Statement" under the U.S. Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; or
(b) (i) the Subscriber shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, (ii) the Subscriber shall have furnished the Company with an opinion of the Subscriber's own counsel to the effect that such disposition will not require registration of any such Shares under the U.S. Act and (iii) such opinion of the Subscriber's counsel shall have been concurred in by counsel for the Company and the Company shall have advised the Subscriber of such concurrence.
Disposition under Rule 144. The Equity Participant understands that the Shares are restricted securities within the meaning of Rule 144 promulgated under the Securities Act; that the exemption from registration under Rule 144 will not be available in any event for at least one (1) year from the date of purchase of any payment for the Shares, and even then will not be available unless (i) a public trading market then exists for the Shares, (ii) adequate information concerning the Corporation is then available to the public, and (iii) other terms and conditions of Rule 144 are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.
Disposition under Rule 144. The Subscriber also acknowledges and understands that:
(a) the Securities are restricted securities within the meaning of Rule 144 promulgated under the U.S. Act;
(b) the exemption from registration under Rule 144 will not be available in any event for at least one year from the date of purchase and payment of the Shares by the Subscriber, and even then will not be available unless (i) a public trading market then exists for the common stock of the Company, (ii) adequate information concerning the Company is then available to the public and (iii) other terms and conditions of Rule 144 are complied with; and
(c) any sale of the Securities may be made by the Subscriber only in limited amounts in accordance with such terms and conditions.
Disposition under Rule 144. The Grantee understands that if the shares acquired pursuant to this Agreement are not registered prior to the Company’s issuance of such shares, the share will be restricted securities within the meaning of Rule 144 promulgated under the Securities Act (“Rule 144”). In addition, Grantee understands that he is an “affiliate” for purposes of Rule 144, and as such, remains subject to the “affiliate” restrictions set forth in Rule 144. As a result, Grantee understands and agrees that any future transfers of the Stock must be conducted in compliance with Rule 144.
Disposition under Rule 144. The Purchaser also acknowledges and understands that:
(a) the Shares are restricted securities within the meaning of Rule 144 of the U.S. Securities Act; and
(b) the exemption from registration under Rule 144 will not be available in any event for at least one year from the date of purchase and payment of the Shares by the Purchaser, and even then will not be available unless (i) a public trading market then exists for the common stock of the Issuer, (ii) adequate information concerning the Issuer is then available to the public and (iii) other provisions of Rule 144 are complied with.
Disposition under Rule 144. Employee understands:
(i) that the Shares are “restricted securities” within the meaning of Rule 144 promulgated under the Securities Act, which limit the sale of the Shares in a public market transaction;
(ii) that the exemption from registration under Rule 144 will not be available, in any event, for at least one year from the date of issuance of the Shares, and even then will not be available unless (A) a public trading market then exists for the Common Shares of the Company, (B) adequate information concerning the Company is then available to the public, and (C) other terms and conditions of Rule 144 are complied with;
(iii) that certain sales of the Shares may be made only in limited amounts in accordance with such terms and conditions; and
(iv) that there can be no guarantee that an exemption from registration under Rule 144 or Rule 701 will be available.
Disposition under Rule 144. The Optionee understands that any shares acquired upon exercise of the Option will be restricted securities within the meaning of Rule 144 promulgated under the Securities Act; that the exemption from registration under Rule 144 will not be available in any event for at least one year from the date of acquisition of the shares, and even then will not be available unless (a) a public trading market then exists for the Common Stock of the Company, (b) adequate information concerning the Company is then available to the public, and (c) other terms and conditions of Rule 144 are complied with; and that any sale of the shares may be made only in limited amounts in accordance with such terms and conditions. There can be no assurance that the requirements of Rule 144 will be met, or that the shares will ever be salable.
Disposition under Rule 144. The Purchaser understands:
(i) that the Shares are restricted securities within the meaning of Rule 144 promulgated under the Act which limits the sale of the Shares in a public market transaction;
(ii) that (unless Rule 701 promulgated under the Act is available) the exemption from registration under Rule 144 will not be available, in any event, for at least one year from the date of purchase of and actual payment for the Shares (AND THAT PAYMENT BY A NOTE IS NOT DEEMED PAYMENT UNTIL THE NOTE IS FULLY PAID UNLESS IT IS SECURED BY ASSETS OTHER THAN THE SHARES), and even then will not be available unless (A) a public trading market then exists for the Common Stock of the Company, (B) adequate information concerning the Company is then available to the public, and (C) other terms and conditions of Rule 144 are complied with;
(iii) that certain sales of the Shares may be made only in limited amounts in accordance with such terms and conditions;
(iv) that the resale provisions of Rule 701, if available, will not apply until 90 days after the Company becomes subject to the reporting obligations under the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); and
(v) that there can be no assurance that the requirements of Rule 144 or Rule 701 will be met, or that the stock will ever be saleable.
Disposition under Rule 144. The Purchaser understands that the Shares are restricted securities within the meaning of Rule 144 promulgated under the 1933 Act; that the exemption from registration under Rule 144 will not be available in any event for at least one year from the date of purchase and payment for the Shares, and even then will not be available unless (i) a public trading market then exists for shares of Class 1 Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 are complied with, and that any sale of the Shares under Rule 144 may be made only in limited amounts in accordance with such terms and conditions, subject at all times to the other restrictions on any transfer of the Shares which restrictions are contained in this Agreement, the LLC Agreement, the Stockholders Agreement or the Registration Rights Agreement.
Disposition under Rule 144. The Executive understands that the Shares, the Warrant and the shares subject to the Warrant are restricted securities within the meaning of Rule 144 promulgated under the Securities Act, and even then will not be available unless (i) a public trading market then exists for the Shares, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 are complied with; and that any sale of the Shares or the shares subject to the Warrant may be made only in limited amounts in accordance with such terms and conditions.
