Lack of Registration. Buyer understands and acknowledges that the Shares have not been registered under either the Act or under the applicable securities laws of any state (“State Acts”) by reason of specific exemptions therefrom. Buyer must bear the economic risk of its investment for an indefinite period of time since the sale of the Shares has not been registered under the Act or State Acts and the Shares cannot be transferred by Buyer unless such transfer either (i) is registered under the Act and qualified under the State Acts or (ii) is exempt from such registration or qualification. Seller has made no agreement, covenant or undertaking whatsoever to register or qualify the transfer by Buyer of any of the Shares under the Act or State Acts or qualify for an exemption therefor. Buyer acknowledges that there is no market for the Shares and none will develop.
Lack of Registration. Optionee understands and agrees that neither the Option nor the Shares that will be issued to him upon exercise of the Option are registered under any federal or state securities laws, and further understands that neither the Option nor the Shares have been approved or disapproved by the Securities and Exchange Commission ("SEC") or any other federal or state agency. Accordingly, Optionee understands that such Shares may not at any time be sold or otherwise disposed of by the Optionee unless they are registered under the Securities Act of 1933, as amended (the "Act") and other applicable state laws or there is applicable to such sale or other disposition one of the limited exemptions from registration set forth in the Act or the rules and regulations promulgated thereunder. Optionee further understands that: (a) Casty has no obligation or present intention to register any of these Shares and that the Company will not permit their sale other than in strict compliance with the Act and the rules and regulations promulgated thereunder; and (b) that Rule 144 promulgated by the SEC, which permits limited resales of restricted securities under certain circumstances, will not be available for the sale of any securities of the Company for the period set forth in Rule 144.
Lack of Registration. The representing and warranting -------------------- Stockholder acknowledges that those Shares have not been registered under the Securities Act or the securities laws of any state, in reliance, in part, on its or his representations, warranties, and agreements set forth in this Agreement. That Stockholder understands that each such Share is a "restricted security" under the Securities Act in that those Shares will be acquired from the Company in a transaction not involving a public offering, that those Shares may be resold without registration under the Securities Act only in certain limited circumstances, and that otherwise those Shares must be held indefinitely. That Stockholder further understands and agrees that the Company and its stockholders are under no obligation to register or qualify those Shares under the Securities Act or under any state securities law, or to assist that Stockholder in complying with any exemption from registration and qualification. That Stockholder agrees that it or he will not make any disposition of all or any part of those Shares which will result in the violation by it or him or by the Company of the Securities Act, or any other applicable securities laws.
Lack of Registration. The Evertrust Seller understands that the Shares (including the shares of Common Stock issued upon exchange of the Exchangeable Shares) are not registered under the Securities Act of 1933, as amended (the “Securities Act”) or under the securities laws of any state or foreign jurisdiction and that the issuance contemplated by this Agreement will be exempt from the registration requirements of the Securities Act and state securities laws on the grounds that no distribution or public offering of the Shares is to be effected in the United States, and that the Company’s reliance on such exemption is predicated, in part, on the Evertrust Seller’s representations and warranties set forth herein.
Lack of Registration. The Subscriber acknowledges that the Units have not been registered pursuant to the United States Securities Act of 1933 (the “Act”) or the similar laws of any state of the United States or pursuant to the laws of any other country, and may not be offered or sold, except in compliance with the registration requirements of the Act or an available exemption therefrom.
Lack of Registration. The Recipient understands that the Warrant and the shares of Common Shares issuable upon exercise of the Warrant (collectively, the “Securities”) have not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Recipient’s investment intent as expressed herein.
Lack of Registration. By accepting a Convertible Term Note, each holder thereof acknowledges that the Convertible Term Notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and that none of the Conversion Shares or Additional Convertible Term Notes will be registered under any such laws (except as contemplated by Section 1.7(d) hereof) and represents that it is acquiring the Convertible Term Note, and will acquire any Conversion Shares and Additional Convertible Term Notes, for its own account, for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof.
Lack of Registration. Purchaser acknowledges that the Stock has not been registered under the Federal Securities Act of 1933, as amended (the "Act"), or under the securities laws of any other jurisdiction and that this transaction has not been reviewed by, passed on or submitted to the United States Securities and Exchange Commission or the state agency, neither has any agency made any finding or determination as to the fairness of this investment or any recommendation or endorsement of the Stock.
Lack of Registration. The Stockholder understands and -------------------- acknowledges that the Shares is unregistered and may not be sold publicly unless subsequently registered under the Securities Act, of 1933, as amended (the "Act") or unless an exemption from such registration is available; that the exemption from registration under Rule 144 promulgated under the Act will not be available in any event for at least one (1) 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 the interest of the Company, (ii) adequate current 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 may be made only in limited amounts in accordance with such terms and conditions. The Company further understands and acknowledges that: (1) there is not presently available, and may not be available at the time he wishes to sell the Shares adequate current public information with respect to the Company that would permit offers or sales of the Shares pursuant to Rule 144 promulgated under the Act, and, therefore, compliance with Regulation A of the Act may be required for any such offer or sale; and (ii) the Company is under no obligation to register the Shares or to make Rule 144 available.
Lack of Registration. Seller acknowledges and agrees that, subject to Section 7.12, (i) the transfer of the shares of Parent Common Stock hereunder is intended to be exempt from the registration requirements of the Securities Act, (ii) Parent Common Stock is not traded on any national market as of the date of this Agreement, (iii) subsequent transfers of such shares of Parent Common Stock will be subject to the restrictions of the Securities Act and other applicable securities laws and (iv) there can be no assurance that any holder of such shares of Parent Common Stock will be able to sell or dispose of any such shares.
