No Registration of Shares. The Participant acknowledges that, in addition to the restrictions on transfer contained in this Agreement, the Participant has been informed by the Corporation that, inasmuch as the Award Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) such securities must be held indefinitely unless subsequently registered or an exemption from registration is available. The Participant further acknowledges that the Corporation is under no obligation either to register the Award Shares or the Option or to take any action to make available any exemption from registration or to supply any information to facilitate sales of such securities. The Participant represents and warrants that the Award Shares will be acquired by the Participant for investment and not with a view to the distribution thereof and that, under no circumstances, shall such securities be transferred in violation of federal or state securities laws. The Participant further agrees that there shall be either lodged with any stock transfer agent for the Corporation or noted on the stock transfer records of the Corporation a stop transfer order against the Award Shares and that there shall be imprinted upon the certificate or certificates issued to the Participant evidencing such Award Shares a legend reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EFFECTIVE REGISTRATION UNDER SAID ACT AND LAWS OR THE AVAILABILITY OF AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF. THE ISSUER HEREOF MAY, AS A CONDITION TO ITS EFFECTING ANY TRANSFER HEREOF, REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO IT TO THE EFFECT THAT SUCH TRANSFER DOES NOT VIOLATE SAID REQUIREMENTS.”
No Registration of Shares. Seller is aware that the Shares have not been registered under the Act, and that the Shares are deemed to constitute “restricted securities” under Rule 144 promulgated under the Securities Act (“Rule 144”). Seller also understands that the Shares are 22624170-v3 being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Seller’s representations contained in this Agreement.
No Registration of Shares. The Shares have not been registered under the 1933 Act, the securities laws of any other State or the securities laws of any other jurisdiction, but will be offered and sold in reliance on an exemption from the registration requirements of the 1933 Act and any other applicable laws pursuant to the Private Placement Memorandum. The Shares are being offered and sold (i) in the United States under the exemption provided by Section 4(a)(2) of the 1933 Act and Rule 506(b) of Regulation D promulgated thereunder and other exemptions of similar import in the laws of the states and jurisdictions where the Offering will be made, to U.S. persons who are “accredited investors” within the meaning of Regulation D under the 1933 Act, and (ii) outside the United States in accordance with Regulation S under the 1933 Act. Neither the Company nor the Dealer-Manager shall take any action that (i) causes the offering of the Shares to lose any exemption from registration with the SEC provided by Section 4(a)(2) of the 1933 Act and/or any regulations promulgated thereunder or (ii) causes the offering of Shares to lose its exemption from registration provided by Rule 506(b) of Regulation D under the 1933 Act. The Dealer-Manager shall exercise reasonable diligence to (and shall require Intermediaries to) avoid taking any action that would cause the Company to be an “investment company” within the meaning of the 1940 Act and/or any regulations promulgated thereunder.
No Registration of Shares. The Subscriber acknowledges and agrees that, based in part upon the Subscriber’s representations contained herein and in reliance upon applicable exemptions, the Shares have not been and will not be registered under the Securities Act or the securities laws of any other domestic or foreign jurisdiction. Accordingly, no such Shares may be offered for sale, sold, pledged, hypothecated or otherwise transferred in whole or in part except in accordance with the terms of the Corporation’s certificate of incorporation and bylaws and in compliance with all applicable laws, including securities laws. The Subscriber acknowledges that it has been advised that the Corporation has no obligation and does not intend to cause any of the Shares to be registered under the Securities Act or any other securities laws or to comply with an exemption under the Securities Act which would permit the Subscriber to sell the Shares or any part thereof.
No Registration of Shares. Each of the Shareholders acknowledges that the Shares have not been registered under the Securities Act, and that, except as provided in Article II hereof, IVP is under no obligation to register under the Securities Act the shares of IVP Stock being issued to CCNC or the Shareholders hereunder.
No Registration of Shares. The Subscriber understands that the Shares are not being registered under the Securities Act, on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the Securities Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the Subscriber’s representations and warranties, and those of the other purchasers of the Shares in the Offering. The Subscriber further understands that the Shares are not being registered under the securities laws of any states on the basis that the issuance thereof is exempt as an offer and sale not involving a registrable public offering in such state, since the Shares are “covered securities” under the National Securities Market Improvement Act of 1996. The Subscriber covenants not to sell, transfer or otherwise dispose of any Shares unless such Shares have been registered under the Securities Act and under applicable state securities laws, or exemptions from such registration requirements are available.
No Registration of Shares. The Subscriber understands that the Shares have not been, and will not be, registered under the Securities Act, or any state or non-U.S. securities laws, and are being offered and sold in reliance upon U.S. federal, state and applicable non-U.S. exemptions from registration requirements for transactions not involving a public offering. The Subscriber recognizes that reliance upon such exemptions is based in part upon the representations of the Subscriber contained in the Subscription Documents. The Subscriber represents and warrants that the Shares will be acquired by the Subscriber solely for the account of the Subscriber, for investment purposes only and not with a view to the distribution thereof. The Subscriber represents and warrants that the Subscriber is (i) a sophisticated investor with the knowledge and experience in business and financial matters to enable the Subscriber to evaluate the merits and risks of an investment in the Company, (ii) able to bear the economic risk and lack of liquidity of an investment in the Company and (iii) able to bear the risk of loss of its entire investment in the Company. The Subscriber’s Capital Commitment, together with the Subscriber’s other investments that are not readily marketable, is not disproportionate to the Subscriber’s net worth.
No Registration of Shares. The shares of Common Stock will be issued to Investor without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on Regulation S ("Regulation S") promulgated thereunder by the United States Securities and Exchange Commission (the "SEC").
No Registration of Shares. AT&T is aware that the Buyer Shares ------------------------- have not been registered under the Securities Act of 1933, as amended (the "Act"), that such offer and sale are intended to be exempt from registration --- under the Act and the rules promulgated thereunder by the Securities and Exchange Commission (the "SEC"), and that the Buyer Shares cannot be sold, --- assigned, transferred, or otherwise disposed of unless they are subsequently registered under the Act or an exemption from such registration is available. AT&T is also aware that sales or transfers of the Buyer Shares are further restricted by state securities laws and the provisions of this Agreement and that the certificates for the Buyer Shares will bear appropriate legends restricting their transfer pursuant to applicable laws, and this Agreement.
No Registration of Shares. Such Investor has been advised that the shares of Common Stock have not been registered under the Securities Act and may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom.
