No Registration; Restricted Securities Clause Samples
The "No Registration; Restricted Securities" clause establishes that the securities being issued or transferred are not registered under securities laws and are considered restricted. In practice, this means that the holder cannot freely resell or transfer these securities unless they comply with specific legal exemptions or the securities are later registered. This clause is commonly used in private placements or early-stage investments to clarify that the securities are not immediately tradable on public markets. Its core function is to ensure compliance with securities regulations and to inform investors of the limitations on liquidity and transferability of their holdings.
No Registration; Restricted Securities. The Company has not registered the Shares subject to this Award pursuant to any federal or state securities law and has no obligation to do so. As a result, all Shares issued to the Participant upon exercise of an Option will be “restricted securities” pursuant to SEC Rule 144, and the Participant will not be able to transfer or sell Shares issued pursuant to this Award unless exemptions from registration under applicable securities laws are available. The Participant agrees that any resale by him or her of the Shares issued upon exercise of an Option will comply in all respects with the requirements of all applicable securities laws, rules, and regulations. The Company will not be obligated to either issue the Shares or permit the resale of any Shares if such issuance or resale would violate any such requirements.
No Registration; Restricted Securities. The Employee understands and acknowledges that:
(a) Subject Units are not, and at the time of issuance may not be, registered under the Securities Act on the ground that the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to Rule 701 promulgated thereunder;
(b) Subject Units may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of either a registration statement under the Securities Act covering the Subject Units which has been declared effective by the Commission or an available exemption from registration under the Securities Act, Subject Units must be held indefinitely;
(c) in particular, Subject Units may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of Rule 144 are met. Among the conditions for use of Rule 144 may be the availability of current information to the public about the Partnership. Such information is not now available and the Partnership Parties have no present plans to make such information available;
(d) in addition to any other legend that may be required by law or by the Partnership Agreement, each Certificate, if any, representing Subject Units shall bear the additional legends referred to in Section 1.3 of this Agreement; and
(e) a notation shall be made in the appropriate records of the Partnership indicating that Subject Units are subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Partnership’s Transfer Agent with respect to Subject Units.
No Registration; Restricted Securities. Such Purchaser understands and acknowledges that (a) the offer and sale of the Notes has not been and will not be registered under the Securities Act or with any securities regulatory authority of any state of the United States or in any other jurisdiction and (b) the Notes being acquired pursuant hereto are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Issuers and the Guarantors in a transaction not involving a public offering and that under such laws and applicable regulations such securities may not be resold without registration under the Securities Act, except in certain limited circumstances. Such Purchaser is familiar with Rule 144 promulgated under the Securities Act and understands the resale limitations imposed thereby and by the Securities Act.
No Registration; Restricted Securities. Such Holder understands and acknowledges that (i) the exchange of the Notes has not been and will not be registered under the Securities Act or with any securities regulatory authority of any state of the United States or in any other jurisdiction and (ii) the Conversion Shares being issued pursuant hereto are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being exchanged in a transaction not involving a public offering and that under such laws and applicable regulations such securities may not be resold without registration under the Securities Act, except in certain limited circumstances. Such Holder is familiar with Rule 144 promulgated under the Securities Act and understands the resale limitations imposed thereby and by the Securities Act. The Conversion Shares will initially be held in book-entry form on the Issuer’s share registrar, in an account at the Issuer’s transfer agent, Computershare Trust Company, N.A., and will be subject to a customary restricted legend for resales by affiliates of the Issuer. Exchange Agreement Gogo Inc.
No Registration; Restricted Securities. Such Holder understands and acknowledges that (i) the exchange of the Notes has not been and will not be registered under the Securities Act or with any securities regulatory authority of any state of the United States or in any other jurisdiction and (ii) the Conversion Shares being issued pursuant hereto are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being exchanged in a transaction not involving a public offering and that under such laws and applicable regulations such securities may not be resold without registration under the Securities Act, except in certain limited circumstances. Such Holder is familiar with Rule 144 promulgated under the Securities Act and understands the resale limitations imposed thereby and by the Securities Act. The Conversion Shares will initially be held in book-entry form on the Issuer’s share registrar, in an account at the Issuer’s transfer agent, Computershare Trust Company, N.A., and will be subject to a customary restricted legend for resales by affiliates of the Issuer. Exchange Agreement Gogo Inc.