No Registration of Securities. The Company understands and acknowledges that the offering, exchange and issuance of the Merger Consideration pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering, sale, exchange and issuance of securities contemplated by this Agreement are exempt from registration pursuant to Section 4(a)(2) and/or Section 3(b) of the Securities Act, and that Parent’s reliance upon such exemption is predicated in part upon the Company’s representations herein and upon the representations contained in the Stockholder Representation Letters, the form of which is attached as Exhibit C to this Agreement.
No Registration of Securities. While the Notes are outstanding, the Company will not file any registration statements, on Form S-8 or otherwise, to register sales of Common Stock, including shares underlying any derivative securities.
No Registration of Securities. The Purchaser understands that the Securities and the Warrant Shares have not been registered under the Securities Act and will not sell, offer to sell, assign, pledge, hypothecate or otherwise transfer any of the Securities or Warrant Shares unless (i) pursuant to an effective registration statement under the Securities Act, (ii) the Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a sale, assignment or transfer of the Securities may be made without registration under the Securities Act and the transferee agrees to be bound by the terms and conditions of this Agreement, (iii) the Purchaser provides the Company with evidence of compliance with Rule 144 promulgated under the Securities Act ("Rule 144"), including reasonable assurances (in the form of seller and broker representation letters) that the Securities and Warrant Shares can be sold pursuant to Rule 144 or (iv) pursuant to Rule 144(k) following the applicable holding period.
No Registration of Securities. While the Notes are outstanding, unless at least 30% of the aggregate principal amount of the Notes has been repaid or at least 30% of the proceeds from the sale of the securities registered under Form S-1 or Form S-3 is used to pay off the principal of the Notes, the Company will not file any new registration statements on Form S-1 or Form S-3. For the avoidance of doubt, the foregoing shall not prevent the Company from filing a Registration Statement on Form S-8 with respect to equity compensation plans.
No Registration of Securities. The Securities will be registered with the SEC on a commercially reasonable efforts basis and will also be tradable in compliance with Rule 144 restricted periods. Resale restrictions and legends The Purchaser acknowledges that the certificates representing the Purchased Securities will bear the following legends: “NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.” Purchasers are advised to consult with their own legal counsel or advisors to determine the resale restrictions that may be applicable to them. Closing Date The completion of the sale and purchase of the Shares will take place in one or more closings, on a date or dates as agreed to by the Issuer and the Purchaser (the “Closing Date”).
No Registration of Securities. The parties agree that the Company presently intends to rely on the securities registration exemption contained in Section 10502 (1) (L) of the Revised Maine Securities Act and that, accordingly, no registration or exemption filing shall be made by the Company under such Act with respect to the Shares. Xxxxxxx acknowledges that transfer of the Shares may be restricted by applicable federal and state securities laws and that the Shares when issued shall contain an appropriate legend to that effect. Notwithstanding the foregoing, the Company agrees to register these shares in conjunction with its next Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission.
No Registration of Securities. Except as disclosed on Schedule 4.19, while the Series E Shares are outstanding, the Company will not file any registration statements to register sales of Common Stock, including shares underlying any derivative securities, unless a registration statement is then in effect for the resale by the Purchasers of the Conversion Shares.
No Registration of Securities. Except as disclosed on Schedule 4.19, while the Series C Shares are outstanding, the Company will not file any registration statements to register sales of Common Stock, including shares underlying any derivative securities, unless a registration statement is then in effect for the resale by the Purchasers of the Conversion Shares.
No Registration of Securities. The Investor understands that the Shares to be issued by the Company under this Agreement will not be registered under the Securities Act or the applicable securities laws of any state in reliance on the so-called "private offering" exemption provided by Section 4(2) of the Securities Act, Regulation D promulgated under the Securities Act, and by such state securities laws; that the Shares will constitute "restricted securities" within the meaning of the Securities Act, the rules and regulations of the Commission thereunder, including Rule 144, and the applicable state securities laws; and that the certificates and documents representing the Shares will bear the following restrictive legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE, DISTRIBUTION OR RESALE THEREOF, AND MAY NOT BE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933, OR PURSUANT TO RULE 144 UNDER SUCH ACT OR AN OPINION OF COUNSEL, SKILLED IN SECURITIES MATTERS AND SATISFACTORY TO THE ISSUER, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT."
7.7.1 The Company may place on the certificates and documents representing the Shares such additional legends as may be necessary or advisable for purposes of compliance with the applicable state securities laws.
7.7.2 The Investor acknowledges that the Shares to be issued to it under this Agreement must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Investor is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions.
No Registration of Securities. The WWAG understands and acknowledges that the offering, exchange and issuance of Merger Consideration pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering, sale, exchange and issuance of securities contemplated by this Agreement are exempt from registration pursuant to Section 4(a)(2). A registration statement for shares identified on Schedule 3.12 shall be filed within 60 days of the Closing.
