Limitations on Disposition and Resale. Holder understands and acknowledges that the Exchange Shares have not been and will not be registered under the Securities Act, or the securities laws of any state or foreign jurisdiction and, unless the Exchange Shares are so registered, they may not be offered, sold, transferred or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or foreign jurisdiction. Holder recognizes that there will not be any public trading market for Parent Common Stock, and as a result, Holder may be unable to sell or dispose of its interest in Parent.
Limitations on Disposition and Resale. The Investor understands and acknowledges that the Exchange Shares have not been and will not be registered under the Securities Act, or the securities laws of any state and, unless the Exchange Shares are so registered, they may not be offered, sold, transferred or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or foreign jurisdiction. The Investor agrees not to sell, transfer or otherwise dispose of the Exchange Shares unless the Exchange Shares have been so registered or an exemption from the requirement of registration is available under the Securities Act and any applicable state securities laws. The Investor further acknowledges and agrees that its ability to dispose of the Exchange Shares will be subject to restrictions contained in the Stockholders Agreement. The Investor recognizes that there will not be any public trading market for Parent Common Stock and, as a result, the Investor may be unable to sell or dispose of its interest in Parent. The Investor further acknowledges and agrees that, except as may be set forth in the Stockholders Agreement, Parent shall have no obligation to register shares of Parent Common Stock.
Limitations on Disposition and Resale. Investor understands and acknowledges that the Shares and the Amended Options (and the Shares issuable upon exercise of the Amended Options), have not been and will not be registered under the Securities Act or the securities laws of any state and, unless the Shares are so registered, they may not be offered, sold, transferred or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or foreign jurisdiction. Investor understands that it may not be possible for Investor to liquidate Investor’s investment in Parent; and Investor agrees not to sell, transfer or otherwise dispose of the Shares or the Amended Options (or the Shares issuable upon exercise of the Amended Options), unless the Shares or the Amended Options have been so registered or an exemption from the requirement of registration is available under the Securities Act and any applicable state securities laws. Investor further acknowledges and agrees that his or her ability to dispose of the Shares and the Amended Options (and the Shares issuable upon exercise of the Amended Options), will be subject to restrictions contained in the Stockholders Agreement. Investor recognizes that there will not be any public trading market for the Shares and, as a result, Investor may be unable to sell or dispose of its interest in Parent. Investor further acknowledges and agrees that, except as may be set forth in the Stockholders Agreement, Parent shall have no obligation to register the Shares or the Amended Options.
Limitations on Disposition and Resale. Investor understands that the Shares cannot be sold, transferred or otherwise disposed of unless the Shares have been registered by the Company pursuant to the Securities Act of 1933 and any applicable state securities laws, unless an exemption therefrom is available. Investor understands that it may not be possible for Investor to liquidate the investment in the Company; and Investor agrees not to sell, transfer or otherwise dispose of the Shares unless the Shares have been so registered or an exemption from the requirement of registration is available under the Securities Act of 1933. Investor recognizes that there will not be any public trading market for the Shares and, as a result, Investor may be unable to sell or dispose of its interest in the Company.
Limitations on Disposition and Resale. Holder understands and acknowledges that the Exchange Units (and any other equity interests in Topco) have not been and will not be registered under the Securities Act, or the securities laws of any state and, unless the Exchange Units (or any such other equity interests in Topco) are so registered, they may not be offered, sold, transferred or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or foreign jurisdiction. Holder recognizes that there will not be any public trading market for the Exchange Units, and as a result, Holder may be unable to sell or dispose of its, his or her interest in Topco or liquidate its investment in Topco. Holder represents and warrants further that it has no contract, understanding, agreement or arrangement with any Person to offer, sell, transfer or otherwise dispose of any of the Exchange Units (in whole or in part) and Holder represents and warrants that it has no present plans to enter into any such contract, undertaking, agreement or arrangement. Holder understands that any certificate representing the Exchange Units will bear legends restricting the transfer thereof. Xxxxxx agrees not to engage in any hedging transactions with regard to the Exchange Units unless in compliance with the Securities Act.
Limitations on Disposition and Resale. The Participant understands and acknowledges that the Shares have not been and will not (unless pursuant to the Management Stockholders Agreement) be registered under the Securities Act or the securities laws of any state and, unless the Shares are so registered, they may not be offered, sold, transferred or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or foreign jurisdiction. The Participant understands that it may not be possible for the Participant to liquidate his or her investment in the Company, and agrees not to sell, transfer or otherwise dispose of the Shares unless the Shares have been so registered or an exemption from the requirement of registration is available under the Securities Act and any applicable state securities laws. The Participant further acknowledges and agrees that his or her ability to dispose of the Shares will be subject to restrictions contained in the Management Stockholders Agreement. The Participant recognizes that there will not be any public trading market for the Shares and, as a result, the Participant may be unable to sell or dispose of its interest in the Company. The Participant further acknowledges and agrees that, except as may be set forth in the Management Stockholders Agreement, the Company shall have no obligation to register the Shares.
Limitations on Disposition and Resale. Subscriber understands and acknowledges that the New Topco Common Units have not been and will not be registered under the Securities Act, or the securities laws of any state and, unless the New Topco Common Units are so registered, they may not be offered, sold, transferred or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or foreign jurisdiction. Subscriber recognizes that there will not be any public trading market for the New Topco Common Units, and as a result, Subscriber may be unable to sell or dispose of its, his or her interest in Topco or liquidate its investment in Topco. Subscriber represents and warrants further that it has no contract, understanding, agreement or arrangement with any Person to offer, sell, transfer or otherwise dispose of any of the New Topco Common Units (in whole or in part) and Subscriber represents and warrants that it has no present plans to enter into any such contract, undertaking, agreement or arrangement. Subscriber understands that any certificate representing the Common Units will bear legends restricting the transfer thereof. Subscriber agrees not to engage in any hedging transactions with regard to the New Topco Common Units unless in compliance with the Securities Act.
Limitations on Disposition and Resale. It understands and acknowledges that the Contribution Shares, the Exchange Options and the Junior Preferred Shares issuable upon exercise of the Exchange Options, the GEI Common Shares, the GEI Junior Preferred Shares and the GEI Senior Preferred Shares, as applicable, have not been and will not be registered under the Securities Act or the securities laws of any state and, unless the Contribution Shares, the Exchange Options and/or the Junior Preferred Shares issuable upon exercise of the Exchange Options, the GEI Common Shares, the GEI Junior Preferred Shares and the GEI Senior Preferred Shares, as applicable, are so registered, they may not be offered, sold, transferred or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or foreign jurisdiction. It understands that it may not be possible to liquidate its investment in the Company and agrees not to sell, transfer or otherwise dispose of the Contribution Shares, the Exchange Options or the Junior Preferred Shares issuable upon exercise of the Exchange Options, the GEI Common Shares, the GEI Junior Preferred Shares and the GEI Senior Preferred Shares, as applicable, unless such Contribution Shares, the Exchange Options or the Junior Preferred Shares issuable upon exercise of the Exchange Options, GEI Common Shares, GEI Junior Preferred Shares or GEI Senior Preferred Shares, as applicable, have been so registered or an exemption from the requirement of registration is available under the Securities Act and any applicable state securities laws. It further acknowledges and agrees that the ability to dispose of the Contribution Shares, the Exchange Options or the Junior Preferred Shares issuable upon exercise of the Exchange Options, the GEI Common Shares, the GEI Junior Preferred Shares and the GEI Senior Preferred Shares, as applicable, will be subject to restrictions contained in the Stockholders Agreement. It recognizes that there will not be any public trading market for the Common Shares, Junior Preferred Shares or Senior Preferred Shares and, as a result, it may be unable to sell or dispose of its interests in the Company. It further acknowledges and agrees that, except as may be set forth in the Stockholders Agreement, the Company shall have no obligation to register the Contribution Shares, the Exchange Options or the Junior Preferred Shares issuable upon e...
Limitations on Disposition and Resale. Such Holder understands and acknowledges that such Holder’s Exchange Units have not been and will not be registered under the Securities Act, or the securities laws of any state and, unless such Holder’s Exchange Units are so registered, they may not be offered, sold, transferred or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or foreign jurisdiction. Such Holder recognizes that there will not be any public trading market for the Exchange Units, and as a result, such Holder may be unable to sell or dispose of its, his or her interest in Topco or liquidate its investment in Topco. Such Holder represents and warrants further that, other than this Agreement and the other Transaction Documents and the SLR Financing Agreements, it has no contract, understanding, agreement or arrangement with any Person to offer, sell, transfer or otherwise dispose of any of the Exchange Units (in whole or in part), and such Holder represents and warrants that (other than the transactions contemplated by this Agreement, the other Transaction Documents and the SLR Financing Agreements) it has no present plans to enter into any such contract, undertaking, agreement or arrangement. Such Holder agrees not to engage in any hedging transactions with regard to the Exchange Units unless in compliance with the Securities Act.
Limitations on Disposition and Resale. Buyer understands and acknowledges that the Lantronix Shares have not been registered under the Securities Act or the securities laws of any state or foreign jurisdiction and, unless such Lantronix Shares are so registered, they may not be offered, sold, transferred or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or foreign jurisdiction. Buyer understands that it may not be able to liquidate its investment in Lantronix and agrees not to sell, transfer or otherwise dispose of the Lantronix Shares being acquired hereunder by Buyer, unless such Lantronix Shares have been so registered or an exemption from the requirement of registration is available under the Securities Act and any applicable state or foreign securities laws.
