No Registration for Acquisition Sample Clauses
The "No Registration for Acquisition" clause prohibits the parties from registering securities for the purpose of acquisition or resale under certain circumstances. In practice, this means that the issuer is not obligated to file a registration statement with regulatory authorities, such as the SEC, to facilitate the buyer's ability to acquire or resell the securities. This clause is commonly used in private placements or transactions exempt from registration requirements. Its core function is to clarify that the issuer bears no responsibility for making the securities freely tradable, thereby allocating the risk and administrative burden of registration to the acquiring party.
No Registration for Acquisition. Purchaser is acquiring the Interests for its own account without the present intent to sell, transfer or otherwise distribute the same to any other Person in violation of the Securities Act of 1933 (the “1933 Act”). Purchaser acknowledges that the Interests are not registered pursuant to the 1933 Act and that the Interests may not be transferred, except pursuant to an applicable exception under the 1933 Act. Purchaser is an “accredited investor” as defined under Rule 501 promulgated under the 1933 Act.
No Registration for Acquisition. Immediately after the Closing, Purchaser will consummate the Asset Purchase Agreement and will liquidate the Company. Except as contemplated by the prior sentence, Purchaser is acquiring the Interests for its own account without the present intent to sell, transfer or otherwise distribute the same to any other Person in violation of the Securities Act of 1933 (the “1933 Act”). Purchaser acknowledges that the Interests are not registered pursuant to the 1933 Act and that the Interests may not be transferred, except pursuant to an applicable exception under the 1933 Act. Purchaser is an “accredited investor” as defined under Rule 501 promulgated under the 1933 Act.
No Registration for Acquisition. Purchaser is acquiring the Interests for its own account without the present intent to sell, transfer or otherwise distribute the same to any other Person in violation of the Securities Act of 1933 (“1933 Act”). Purchaser acknowledges that the Interests are not registered pursuant to the 1933 Act and that the Interests may not be transferred, except pursuant to an applicable exception under the 1933 Act. Purchaser is an “accredited investor” as defined under Rule 501 promulgated under the 1933 Act. Purchaser will not sell, hypothecate or otherwise transfer the interests without registering or qualifying them under the 1933 Act, any applicable state securities Law or any other applicable Law, unless the transfer is exempted or otherwise excepted from registration or qualification thereunder.