Lack of Public Market. The Subscriber understands and acknowledges that the Common Shares are being offered and sold in reliance upon specific exemptions from the registration requirements of the United States and state securities laws and that we are relying upon the truth and accuracy of, and the Subscriber's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth herein without limitation in order to determine the availability of such exemptions and the eligibility of the Subscriber to acquire the Common Shares. The Subscriber acknowledges that no public market presently exists for the Securities and that the Subscriber may find it impossible to liquidate the investment at a time when it may be desirable to do so, or at any other time. _________________________________ Subscriber – Signature The Subscriber understands that the offer and sale of the Securities has not been and is not being registered under the Securities Act or any state securities laws, and the Securities may not be transferred unless: (a) the transfer is made pursuant to and as set forth in an effective registration statement under the Securities Act covering the Securities or (b) the Subscriber shall have delivered to us at the Subscriber’s expense an opinion of counsel (which opinion shall be in form, substance, scope and law firm acceptable to us) to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (c) sold under and in compliance with Rule 144 promulgated under the Securities Act (or a successor rule) (“Rule 144”); or (d) sold or transferred in accordance with applicable securities laws to an affiliate of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with the provisions of this Section; and we are not under any obligation to register the Securities under the Securities Act or any state securities laws. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may not be pledged as collateral in connection with a bona fide margin account or other lending arrangement, unless such pledge is consistent with applicable laws, rules and regulations and at our option, the pledgor provides us with a legal opinion (which opinion shall be in form, substance, scope and law firm acceptable to us) that the pledge or other lending agreement is in compliance with applicable state and fe...
Lack of Public Market. While a portion of the Company's Common Stock is publicly traded, the market for the company's Common Stock is extremely volatile, and there can be no assurance that there will ever be a sustainable public market for such stock. In any event, the Shares being purchased hereby are not being registered under Federal or state securities law. As such, the Shares may not be resold or otherwise transferred unless they are subsequently registered or an exemption from registration requirements is available. Consequently, Subscriber may not be able to liquidate its investments in the Shares.
Lack of Public Market. 9. 4.6 Discussions with Management.................................... 9. 4.7 Confidentiality................................................
Lack of Public Market. The Purchaser understands that no public market now exists for any of the Securities issued by the Company, and that it is uncertain whether a public market will ever exist for the Securities.
Lack of Public Market. At present, privately negotiated sales and sales through intermediaries (e.g., through the trading system operated by the American Partnership Board, which publishes sell offers by holders of Units) are the only means available to a Limited Partner to liquidate an investment in Units (other than by accepting the Offer) because the Units are not listed or traded on any national securities exchange or quoted on NASDAQ. The Purchaser and its affiliates have purchased 70 Units in the Partnership during the past twelve months at a price of $20.00
Lack of Public Market. Capitol Bay acknowledges and understands that there is currently no market for the Warrant or the Common Stock of the Company and it is uncertain whether any such market will develop in the foreseeable future. In addition, even if a public market for the Common Stock may develop in the near future, it is uncertain how liquid a market in the Company's Common Stock may be. As a result, Capitol Bay may find it difficult and, possibly impossible, to sell or otherwise liquidate the Shares, the Warrant or the Warrant Shares and therefore must bear the risk that it may not be able to liquidate that investment for the foreseeable future.
Lack of Public Market. At present, privately negotiated sales and sales through intermediaries (e.g., through the trading system operated by the American Partnership Board, which publishes sell offers by holders of Units) are the only means available to a Limited Partner to liquidate an investment in Units (other than by accepting the Offer) because the Units are not listed or traded on any national securities exchange or quoted on NASDAQ. The Purchaser and its affiliates have purchased 0 Units in the Partnership during the past twelve months. The Partnership and its affiliates are currently offering to purchase Units in the Partnership for $250 per Unit.
Lack of Public Market. No public market exists for the Unregistered Securities, and no representation has been made to the Subscriber that such public market will exist in the future. The sale of the Shares offered by this Subscription Agreement is not being registered under the Securities Act or under state securities laws, and the Unregistered Securities may not be resold or otherwise transferred unless they are subsequently registered or an exemption from applicable registration requirements is available. Consequently, investors may not be able to liquidate their investments.
Lack of Public Market. No public market for the Certificates currently exists or is likely to develop, and, thus, the undersigned will need to bear the economic risk of his investment for an indefinite period of time and may not be able to liquidate his investment readily in case of an emergency.
