Exemption from Registration; Restricted Securities. Such Investor understands that none of the Purchased Shares it purchases hereunder and the Conversion Shares with respect to such Purchased Shares will be registered under the Securities Act or registered or listed publicly pursuant to any other applicable securities laws and regulations, on the ground that the sale provided for in this Agreement is exempt from registration under the Securities Act or the registration or listing requirements of any other applicable securities laws and regulations, and that the reliance of the Company on such exemption is predicated in part on the bona fide nature of the investment intent and such Investor’s representations set forth in this Agreement. Such Investor understands that the Purchased Shares it purchases hereunder and the Conversion Shares with respect to such Purchased Shares are restricted securities within the meaning of Rule 144 under the Securities Act; that such Purchased Shares and such Conversion Shares are not registered or listed publicly and must be held indefinitely unless they are subsequently registered or listed publicly, or an exemption from such registration or listing is available. Each Investor acknowledges that the Company has no obligation to register or qualify the Purchased Shares, or the Ordinary Shares into which they may be converted, for resale except as set forth in the Shareholders’ Agreement. Each Investor understands that this offering is not intended to be part of the public offering, and that each Investor will not be able to rely on the protection of Section 11 of the Securities Act.
Exemption from Registration; Restricted Securities. Seller understands that the shares of Common Stock received by Seller pursuant to this Agreement will not be registered under the Securities Act on the ground that the sale provided for in this Agreement is exempt from registration under the Securities Act, and that the reliance of Buyer on such exemption is predicated in part on Seller's representations set forth in this Agreement. The certificates representing the shares of Common Stock issued to Seller pursuant to this Agreement will bear an appropriate legend reflecting such exempt issuance without registration. Seller understands that the shares of Common Stock received by Seller pursuant to this Agreement are restricted securities within the meaning of Rule 144 under the Securities Act.
Exemption from Registration; Restricted Securities. The Purchaser understands that the sale of the Shares will not be registered under the Securities Act on the basis that such sale provided for in this Agreement is exempt from registration under the Securities Act, and that the reliance of the Seller on such exemption is predicated in part on the Purchaser's representations set forth in this Agreement. The Purchaser understands that the Shares are "restricted securities" within the meaning of Rule 144 under the Securities Act, and must be held pursuant to the requirements of Rule 144 unless they are subsequently registered or an exemption from such registration is available.
Exemption from Registration; Restricted Securities. Such Investor acknowledges that the Investor Notes and the New Shares have not been registered under the Securities Act or the securities law of any state of the United States or other jurisdiction and may not be offered, resold, pledged or otherwise transferred directly or indirectly in the United States or to or for the account or benefit of any “U.S. person” as that term is defined under Regulation S under the Securities Act except pursuant to an effective registration statement or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, or in any other jurisdiction or for the account or benefit of any persons in any other jurisdiction except pursuant to an exemption from, or in a transaction not subject to, any applicable laws of such other jurisdiction, and any certificate(s) representing the Investor Notes or the New Shares shall bear a legend substantially to such effect.
Exemption from Registration; Restricted Securities. Times Mirror understands that the shares of Parent Common Stock and Series E Preferred Stock, if any, received by Times Mirror pursuant to the Merger will not be registered under the Securities Act on the ground that such sale provided for in this Agreement is exempt from registration under the Securities Act, and that the reliance of Parent on such exemption is predicated in part on Times Mirror's representations set forth in this Agreement and the certificates representing the same will bear an appropriate legend reflecting such exempt issuance without registration. Times Mirror understands that the shares of Parent Common Stock and Series E Preferred Stock, if any, received by Times Mirror pursuant to the Merger are restricted securities within the meaning of Rule 144 under the Act.
Exemption from Registration; Restricted Securities. Shares of -------------------------------------------------- Parent Common Stock to be issued pursuant to this Agreement have not been, and will not be, registered under the Securities Act. Except as otherwise contemplated herein, assuming the accuracy of the representations contained in the Shareholder Certificate delivered by each of the Company Shareholders to Parent, the shares of Parent Common Stock will be issued in a transaction that is exempt from the registration requirements of the Securities Act by reason of Rule 506 thereof. Such shares of Parent Common Stock will be "restricted securities" under the federal securities laws and cannot be offered or resold except pursuant to registration under the Securities Act or an available exemption from registration.
Exemption from Registration; Restricted Securities. General Magic understands that the sale of shares of Common Stock, Series A Preferred Stock and Common Stock underlying the Warrant will not be registered under the Act on the ground that such sale provided for in this Agreement is exempt from registration under the Act, and that the reliance of the Company on such exemption is predicated in part on General Magic's representations set forth in this Agreement. General Magic understands that the shares of Common Stock and Series A Preferred Stock are restricted securities within the meaning of Rule 144 under the Act, and must be held pursuant to the requirements of Rule 144 unless they are subsequently registered or an exemption from such registration is available, or they are sold in compliance with Regulation S.
Exemption from Registration; Restricted Securities. Sellers understand that the delivery of the common stock may not as of the Closing Date be registered under the Securities Act on the basis that such transfer provided for in this Agreement is exempt from registration under the Securities Act, and that the reliance of Buyers on such exemption is predicated in part on Seller’s representations set forth in this Agreement. Buyer understands that the common stock may be “restricted securities” within the meaning of Rule 144 under the Securities Act, and may be held pursuant to the requirements of Rule 144 unless they are subsequently registered or an exemption from such registration is available.
Exemption from Registration; Restricted Securities. The shares of Buyer Common Stock to be issued pursuant to this Agreement (including the Closing Shares and the Escrow Shares) will be issued in a transaction exempt from registration under the Securities Act, by reason of Section 4(2) thereof and/or Regulation D promulgated thereunder and may not be re-offered or resold other than in conformity with the registration requirements of the Securities Act and such other laws or pursuant to an exemption therefrom. The certificates issued by Buyer with respect to the shares of Buyer Common Stock shall include the legend set forth in Section 1.7 and such other such legends as may be reasonably necessary to comply with applicable U.S. federal securities laws and applicable Blue Sky laws. The Members understand that Buyer Common Stock issued or issuable hereunder are characterized as “restricted securities” under applicable U.S. federal and state securities laws in as much as they are being acquired from Buyer in a transaction not involving a public offering and that, pursuant to these laws and applicable regulations such shares may be resold without registration under the Securities Act only in if Buyer has received an opinion of counsel or other evidence, reasonably satisfactory to Buyer and its counsel, that such registration is not required. In the absence of an effective registration statement covering the shares of Buyer Common Stock or an available exemption from registration under the Act, such shares must be held indefinitely. In this connection, each Member represents that he or she is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.
Exemption from Registration; Restricted Securities. Quick understands that the Shares will not be registered under the Securities Act of 1933 (as amended, the “Securities Act”), by reason of a specific exemption from the registration provisions of the Act that depends upon, among other things, the accuracy of Quick's representation, made hereby, that Quick is an accredited investor as defined under Rule 501 promulgated under the Act. Quick understands that the Shares being acquired hereunder are restricted securities within the meaning of Rule 144 under the Act, and that the Shares are not registered and must be held indefinitely unless they are subsequently registered or an exemption from such registration is available.
