Common use of No Market for Securities Clause in Contracts

No Market for Securities. I am purchasing the Securities for my own account for investment and not with a view to, or for sale in connection with, any subsequent distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the Securities. I understand that there is no market at present and there may not be any market in the future for the Securities or any underlying securities (the term Securities will be deemed to include any underlying securities). I agree that (i) the purchase of the Securities is a long-term investment, (ii) I may have to bear the economic risk of investment for an indefinite period of time because the Securities have not been registered under the Securities Act and may never be registered and cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states, or an exemption from such registration is available to the extent applicable, Rule 144 under the Securities Act (or any similar rule under the Securities Act relating to the disposition of securities) together with an opinion of counsel reasonably satisfactory to the Company that registration is not required under such act or applicable state securities laws. Except as may be expressly set forth in any Registration Rights Agreement to be entered into in the future between the Company and me following a “Reverse Merger”, as described in the Memorandum, I understand that the Company is under no obligation to register the Securities or to assist me in complying with any exemption from such registration under the Securities Act or any state securities laws. I hereby authorize the Company to place a legend denoting the restrictions on the certificates representing the Securities.

Appears in 4 contracts

Samples: www.sec.gov, Subscription Agreement (Baker Christopher P), Subscription Agreement (Baker Christopher P)

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No Market for Securities. I am purchasing the Securities for my own account for investment and not with a view to, or for sale in connection with, any subsequent distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the Securities. I understand that, although there is a public market for the Common Stock included in the Securities, there is no assurance that such market will continue and there is no market at present for the Units themselves or the Warrants included in the Securities and there may not be any it is unlikely that a market will ever develop for these two securities in the future for the Securities or any underlying securities (the term Securities will be deemed hereinafter to include any the underlying securities). I agree that (i) the purchase of the Securities is a long-term investment, (ii) I may have to bear the economic risk of investment for an indefinite period of time because the Securities have not been registered under the Securities Act and may never be registered and and, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states, or an exemption from such registration is available to the extent applicable, Rule 144 under the Securities Act (or any similar rule under the Securities Act relating to the disposition of securities) together with an opinion of counsel reasonably satisfactory to the Company that registration is not required under such act or applicable state securities lawsavailable. Except as may be expressly set forth in any Registration Rights Agreement to be entered into in the future between the Company and me following a “Reverse Merger”, as described in the Memorandum, I understand that the Company is under no obligation to register the Securities Securities, except as may be set forth in Section 7.1 of SCHEDULE 1, or to assist me in complying with any exemption from such registration under the Securities Act or any state securities laws. I hereby authorize the Company to place a legend denoting the restrictions on the certificates representing the Securities and corresponding "stop transfer" instructions with respect to the Securities.

Appears in 1 contract

Samples: Subscription Agreement (Tii Industries Inc)

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No Market for Securities. I am purchasing the Securities for my own account for investment and not with a view to, or for sale in connection with, any subsequent distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the Securities. I understand that there is no market at present and there may not be any market in the future for the Securities or any underlying securities (the term Securities will be deemed to include any underlying securities). I agree that (i) the purchase of the Securities is a long-term investment, (ii) I may have to bear the economic risk of investment for an indefinite period of time because the Securities have not been registered under the Securities Act and may never be registered and and, cannot be resold, pledged, assigned assigned, or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states, states or an exemption from such registration is available to the extent applicable, Rule 144 under the Securities Act (or any similar rule under the Securities Act relating to the disposition of securities) together with an opinion of counsel reasonably satisfactory to the Company that registration is not required under such act or applicable state securities lawsavailable. Except as may be expressly set forth in any Registration Rights Agreement to be entered into in the future between the Company and me following a “Reverse Merger”, as described in the Memorandum, I understand that the Company is under no obligation to register the Securities Securities, except as may be set forth in Section 5 of SCHEDULE 1, or to assist me in complying with any exemption from such registration under the Securities Act or any state securities laws. I hereby authorize the Company to place a legend denoting the restrictions on the certificates representing the Securities.

Appears in 1 contract

Samples: Subscription Agreement (Video Network Communications Inc)

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