Common use of Non-Registered Securities Clause in Contracts

Non-Registered Securities. Purchaser understands that (i) the Securities (A) have not been registered under the Securities Act or any state securities laws, (B) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of the Securities Act, and (C) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings, and (ii) Purchaser must therefore bear the economic risk of such investment indefinitely unless a subsequent disposition thereof is registered or exempted under the Securities Act and applicable state securities laws. Purchaser represents that it is knowledgeable with respect to Rule 144 of the Securities and Exchange Commission promulgated under the Securities Act.

Appears in 2 contracts

Samples: Subscription Agreement (Contango ORE, Inc.), Subscription Agreement (Contango ORE, Inc.)

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Non-Registered Securities. Purchaser understands that (i) the Securities Shares (A) have not been registered under the Securities Act or any state securities laws, (B) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of the Securities Act, and (C) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings, and (ii) Purchaser must therefore bear the economic risk of such investment indefinitely unless a subsequent disposition thereof is registered or exempted under the Securities Act and applicable state securities laws. Purchaser represents that it is knowledgeable with respect to Rule 144 of the Securities and Exchange Commission promulgated under the Securities Act.

Appears in 2 contracts

Samples: Subscription Agreement (Rubicon Technologies, Inc.), Subscription Agreement (Rubicon Technologies, Inc.)

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Non-Registered Securities. Such Purchaser understands that (ia) the Securities Purchased Shares (Ai) have not been registered under the Securities Act or any state securities laws, (Bii) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of the Securities Act, and (Ciii) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings, and (iib) such Purchaser must therefore bear the economic risk of such investment indefinitely unless a subsequent disposition thereof is registered or exempted under the Securities Act and applicable state securities laws. In this connection, such Purchaser represents that it is knowledgeable with respect to Rule 144 of the Securities and Exchange Commission promulgated under the Securities Act.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Contango ORE, Inc.), Stock Purchase Agreement (Contango ORE, Inc.)

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