Hold Periods. 4.1 The Purchaser acknowledges that the Shares may not be traded in British Columbia or Ontario for a period of four months from the date hereof, except as may be otherwise permitted by the Applicable Securities Laws, and that the Shares are also subject to a four (4) month hold period under the policies of the Toronto Stock Exchange. The certificates representing the Shares will contain a legend denoting the restrictions on transfer imposed by the Applicable Securities Laws and the Exchanges, and where applicable, Rule 144 of the United States Securities Act of 1933. The Purchaser agrees to sell, assign or transfer the Shares only in accordance with the requirements of the Applicable Securities Laws and the Exchanges.
Hold Periods. The Securities will be deemed “restricted securities” as defined in Rule 144 under the U.S. Securities Act ("Rule 144"), and may not be resold unless registered under the U.S. Securities Act and any applicable securities laws of any state of the United States or exempt from such registration requirements. Each Purchaser acknowledges that the Securities will be subject to a minimum hold period of at least six (6) months under Rule 144, and the hold period on Common Stock issued upon exercise of Warrants commences on the date of such exercise (unless exercised on a cashless basis). Each Purchaser acknowledges that it has been advised to obtain independent legal and professional advice on the requirements of Rule 144, and that such Purchaser has been advised that resales of the Securities may be made only under certain circumstances. Each Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Securities without either registration under the U.S. Securities Act or the existence of another exemption from such registration requirement, and in all cases pursuant to exemptions from applicable securities laws of any state of the United States. The Purchaser consents to the Company making a notation on its records or giving instructions to any transfer agent of the Securities in order to implement the restrictions on transfer set out and described herein.
Hold Periods. The Unit Shares, Unit Warrants and any Unit Warrant Shares issued upon the exercise of Unit Warrants, the Additional Unit Shares, Additional Unit Warrants and any Additional Unit Warrant Shares issued upon the exercise of Additional Unit Warrants will be subject to a four-month resale restriction under applicable Canadian securities laws running from date of issuance of the Units or the Additional Units, as applicable, and shall bear restrictive legends to this effect.
Hold Periods. The Securities will be deemed “restricted securities” as defined in Rule 144. Purchaser acknowledges that the Securities will be subject to a minimum hold period of at least six (6) months under Rule 144, and the hold period on Common Stock issued upon exercise of the Warrant commences on the date of such exercise (unless exercised on a cashless basis). Purchaser acknowledges that it has been advised to obtain independent legal and professional advice on the requirements of Rule 144, and that Purchaser has been advised that resales of the Securities may be made only under certain circumstances. Purchaser understands that to the extent that Rule 144 is not available, Purchaser will be unable to sell any Securities without either registration under the Securities Act or the existence of another exemption from such registration requirement, and in all cases pursuant to exemptions from applicable securities laws of any state of the United States. Purchaser consents to the Company making a notation on its records or giving instructions to any transfer agent of the Securities in order to implement the restrictions on transfer set out and described herein.
Hold Periods. 4.1 The Purchaser acknowledges that the Shares may not be traded in British Columbia, Alberta or Ontario for a period of four months from the Closing Date upon which the Shares are issued, except as may be otherwise permitted by the Applicable Securities Laws. The certificates representing the Securities will contain a legend denoting the restrictions on transfer imposed by the Applicable Securities Laws and the Exchanges, and where applicable, Rule 144 of the United States Securities Act of 1933. The Purchaser agrees to sell, assign or transfer the Shares only in accordance with the requirements of the Applicable Securities Laws and the Exchanges.
Hold Periods. (a) The Vendor and the Guarantors undertake on their own behalf, and undertake to cause any Person in whose name the certificates for Optimal Shares or Warrants are registered, for the period commencing on the date of issuance of such Optimal Shares and ending as specified in Section 9.14(b) (a “Hold Period”), not to:
(i) offer, pledge, sell, contract to sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer, lend, dispose of directly or indirectly, any Optimal Shares issued pursuant to this Agreement; or
(ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Optimal Shares issued pursuant to this Agreement, whether any such transaction is to be settled by delivery of Optimal Shares or other securities, in cash or otherwise.
(b) Subject to Sections 9.14(c) and 9.14(d), the Optimal Shares issued pursuant to this Agreement shall be released, subject to applicable securities laws, from the hold restrictions specified in Section 9.14(a) as follows:
(i) 50 per cent in number of the Optimal Shares shall be released from the hold restrictions on the first anniversary of the date of their issuance by Optimal; and
(ii) the remaining Optimal Shares shall be released from the hold restrictions on the second anniversary of the date of their issuance by Optimal.
(c) The Optimal Shares issued pursuant to this Agreement shall be released, subject to applicable securities laws, from the hold restrictions specified in Section 9.14(a) in the event of an Optimal Change of Control.
(d) Any Optimal Shares beneficially owned solely by Xxxxxxx Xxxxxxxx or Xxxxx Xxxxxxxx, as the case may be, shall be released, subject to applicable securities laws, from the hold restrictions specified in Section 9.14(a) upon the occurrence of a Termination Without Cause of such individual.
(e) Notwithstanding Section 9.14(a), WW Limited may transfer any Optimal Shares registered in its name to Xxxxxxx Xxxxxxxx, Xxxxx Xxxxxxxx, Xxxxxxx, Xxx or Xxxxxxx Xxxx or to any corporation that is wholly-owned by any or all of them (and that remains wholly-owned, directly or indirectly, by any or all of them), provided that such transfer complies with all applicable securities laws.
Hold Periods. Each will notify the other when it has established a hold period for a potential major event.
Hold Periods. The Vendor acknowledges that the Lumina Shares, the Warrants and the Warrant Shares may be subject to a hold period under Canadian securities laws. The Purchaser represents that such securities will be subject to a hold period expiring on the date which is four months after the Closing Date.
Hold Periods. USM and the City will notify each other via their scheduling calendars when they are placing certain dates “on hold” to finalize major events, and the other party will use reasonable efforts to avoid booking a major event during such hold period. Once the event is finalized the Parties will follow the procedures in Section IV above to mitigate and manage the effects of any resulting overlap.
Hold Periods. The Lexus Shares will be issued to the Alttech Members pursuant to exemptions under applicable securities legislation and will be subject to such hold periods as are prescribed thereunder and the share certificates evidencing the Lexus Shares will be legended in accordance with applicable securities legislation.
