Common use of Holding Period for Preferred Shares Clause in Contracts

Holding Period for Preferred Shares. Pursuant to Rule 144 promulgated under the 1933 Act, the holding period of the Preferred Shares (and the underlying shares of Common Stock issuable upon conversion thereof) shall tack back to the date at which the Debenture was originally issued by the Company. The Company agrees not to take a position contrary to this paragraph. The Company agrees to take all actions, including, without limitation, the issuance by its legal counsel of any necessary legal opinions, necessary to issue the Preferred Shares (and any shares issuable upon conversion of the Preferred Shares) without restriction and not containing any restrictive legend without the need for any action by the Holder. The Company is not currently subject to Rule 144(i) but may be subject to it in the future. The Preferred Shares are being issued in substitution and exchange for and not in satisfaction of the Debenture. The Preferred Shares shall not constitute a novation or satisfaction and accord of the Debenture. Exchange Agreement Helix Wind Corp. Xxxxx Xxxxxx Eight Pages Xxxxx Xxxxxx: 504,865 Preferred Shares Without limiting any of the terms, conditions or covenants contained in this Agreement or other documents, if at any time it is determined that any shares of the Company’s Common Stock issuable upon conversion of the Preferred Shares are not freely tradable without restriction or limitation pursuant to Rule 144, then the Holder assumes the risk that it may not be able to sell or transfer the Preferred Shares or any said Common Stock via Rule 144 of the 1933 Act or any other provision thereof.

Holding Period for Preferred Shares. Pursuant to Rule 144 promulgated under the 1933 Act, the holding period of the Preferred Shares (and the underlying shares of Common Stock issuable upon conversion thereof) shall tack back to the date at which the Debenture was originally issued by the Company. The Company agrees not to take a position contrary to this paragraph. The Company agrees to take all actions, including, without limitation, the issuance by its legal counsel of any necessary legal opinions, necessary to issue the Preferred Shares (and any shares issuable upon conversion of the Preferred Shares) without restriction and not containing any restrictive legend without the need for any action by the Holder. The Company is not currently subject to Rule 144(i) but may be subject to it in the future. The Preferred Shares are being issued in substitution and exchange for and not in satisfaction of the Debenture. The Preferred Shares shall not constitute a novation or satisfaction and accord of the Debenture. Exchange Agreement Helix Wind Corp. Xxxxx Xxxxxx X. Xxxxxxx Eight Pages Xxxxx XxxxxxX. Xxxxxxx: 504,865 216,216 Preferred Shares Without limiting any of the terms, conditions or covenants contained in this Agreement or other documents, if at any time it is determined that any shares of the Company’s Common Stock issuable upon conversion of the Preferred Shares are not freely tradable without restriction or limitation pursuant to Rule 144, then the Holder assumes the risk that it may not be able to sell or transfer the Preferred Shares or any said Common Stock via Rule 144 of the 1933 Act or any other provision thereof.

Holding Period for Preferred Shares. Pursuant to Rule 144 promulgated under the 1933 Act, the holding period of the Preferred Shares (and the underlying shares of Common Stock issuable upon conversion thereof) shall tack back to the date at which the Debenture was originally issued by the Company. The Company agrees not to take a position contrary to this paragraph. The Company agrees to take all actions, including, without limitation, the issuance by its legal counsel of any necessary legal opinions, necessary to issue the Preferred Shares (and any shares issuable upon conversion of the Preferred Shares) without restriction and not containing any restrictive legend without the need for any action by the Holder. The Company is not currently subject to Rule 144(i) but may be subject to it in the future. The Preferred Shares are being issued in substitution and exchange for and not in satisfaction of the Debenture. The Preferred Shares shall not constitute a novation or satisfaction and accord of the Debenture. Exchange Agreement Helix Wind Corp. Xxxxx St. Xxxxxx Investments, LLC Eight Pages Xxxxx XxxxxxXx Xxxxxx Xxxxxxxxxxx, LLC: 504,865 92,973 Preferred Shares Without limiting any of the terms, conditions or covenants contained in this Agreement or other documents, if at any time it is determined that any shares of the Company’s Common Stock issuable upon conversion of the Preferred Shares are not freely tradable without restriction or limitation pursuant to Rule 144, then the Holder assumes the risk that it may not be able to sell or transfer the Preferred Shares or any said Common Stock via Rule 144 of the 1933 Act or any other provision thereof.

Holding Period for Preferred Shares. Pursuant to Rule 144 promulgated under the 1933 Act, the holding period of the Preferred Shares (and the underlying shares of Common Stock issuable upon conversion thereof) shall tack back to the date at which the Debenture was originally issued by the Company. The Company agrees not to take a position contrary to this paragraph. The Company agrees to take all actions, including, without limitation, the issuance by its legal counsel of any necessary legal opinions, necessary to issue the Preferred Shares (and any shares issuable upon conversion of the Preferred Shares) without restriction and not containing any restrictive legend without the need for any action by the Holder. The Company is not currently subject to Rule 144(i) but may be subject to it in the future. The Preferred Shares are being issued in substitution and exchange for and not in satisfaction of the Debenture. Exchange Agreement Helix Wind Corp. Xxxx Xxxxxxx Eight Pages Xxxx Xxxxxxx: 92,973 Preferred Shares The Preferred Shares shall not constitute a novation or satisfaction and accord of the Debenture. Exchange Agreement Helix Wind Corp. Xxxxx Xxxxxx Eight Pages Xxxxx Xxxxxx: 504,865 Preferred Shares Without limiting any of the terms, conditions or covenants contained in this Agreement or other documents, if at any time it is determined that any shares of the Company’s Common Stock issuable upon conversion of the Preferred Shares are not freely tradable without restriction or limitation pursuant to Rule 144, then the Holder assumes the risk that it may not be able to sell or transfer the Preferred Shares or any said Common Stock via Rule 144 of the 1933 Act or any other provision thereof.

Holding Period for Preferred Shares. Pursuant to Rule 144 promulgated under the 1933 Act, the holding period of the Preferred Shares (and the underlying shares of Common Stock issuable upon conversion thereof) shall tack back to the date at which the Debenture was originally issued by the Company. The Company agrees not to take a position contrary to this paragraph. The Company agrees to take all actions, including, without limitation, the issuance by its legal counsel of any necessary legal opinions, necessary to issue the Preferred Shares (and any shares issuable upon conversion of the Preferred Shares) without restriction and not containing any restrictive legend without the need for any action by the Holder. The Company is not currently subject to Rule 144(i) but may be subject to it in the future. The Preferred Shares are being issued in substitution and exchange for and not in satisfaction of the Debenture. The Preferred Shares shall not constitute a novation or satisfaction and accord of the Debenture. Exchange Agreement Helix Wind Corp. Xxxxx Xxxxxx Xxxx Eight Pages Xxxxx XxxxxxXxxx: 504,865 92,973 Preferred Shares Without limiting any of the terms, conditions or covenants contained in this Agreement or other documents, if at any time it is determined that any shares of the Company’s Common Stock issuable upon conversion of the Preferred Shares are not freely tradable without restriction or limitation pursuant to Rule 144, then the Holder assumes the risk that it may not be able to sell or transfer the Preferred Shares or any said Common Stock via Rule 144 of the 1933 Act or any other provision thereof.