Non-registration of Securities. Shares offered, purchased and sold herein have not been registered with the United States Securities and Exchange Commission or any state Securities regulatory agency.
Non-registration of Securities. The New Company Shares are not registered and will not be registered in connection with this Agreement under the Securities Act of 1933, as amended (the “Securities Act”), or any state’s securities laws, on the grounds that the transaction in which the New Company Shares are to be issued qualifies for applicable exemptions from the securities registration requirements of such statutes. The exemptions being claimed include, but are not necessarily limited to, those available under Section 4(a)(2) of the Securities Act and the reliance by the Company upon the exemptions from the securities registration requirements of the federal and state securities laws, is predicated in part on the representations, understandings and covenants set forth in this Agreement. The RB Shareholders agree and acknowledge that:
(i) The Company will record stop transfer instructions in its or its transfer agent’s stock record books to restrict any impermissible resale or other transfer of the Securities; and
(ii) Each document evidencing the Securities will bear a restrictive legend in substantially the following form: In connection with the transactions contemplated by this Agreement, each Party shall file, with the assistance of the other and their respective legal counsel, such notices, applications, reports, or other instruments as may be deemed by them to be necessary or appropriate in an effort to document reliance on such exemptions, and the appropriate regulatory authority in the states where the RB Shareholders reside unless an exemption requiring no filing is available in such jurisdiction, all to the extent and in the manner as may be deemed by such party to be appropriate.
Non-registration of Securities. Purchaser understands that issuance of the Securities is not being registered with the Commission and that accordingly Purchaser must hold the Securities and the shares issuable upon exercise thereof indefinitely unless they are registered with the Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Purchaser represents that Purchaser is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby.
Non-registration of Securities. The Lender understands that issuance of the Securities is not being registered with the Commission and that accordingly the Lender must hold the Securities indefinitely unless they are registered with the Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Lender represents that it is familiar with Rule 144, as presently in effect, and understands the resale limitations imposed thereby.
Non-registration of Securities. Each Selling Shareholder understands that the Candie's Shares received by him pursuant to this Agreement are not registered under the Act, or under applicable state securities laws, in reliance upon exemption contained in the Act and such laws and any applicable regulations promulgated thereunder or interpretations thereof, and cannot be offered for sale, sold or otherwise transferred unless the Candie's Shares are subsequently so registered pursuant to the terms of this Agreement or qualify for exemption from registration under the Act and such applicable state securities laws; and the certificates of such Candie's Shares shall bear an appropriate legend to that effect.
Non-registration of Securities. The Administrative Agent understands that issuance of the Securities is not being registered with the Commission and that accordingly the Administrative Agent must hold the Securities indefinitely unless they are registered with the Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Administrative Agent represents that it is familiar with Rule 144, as presently in effect, and understands the resale limitations imposed thereby.
Non-registration of Securities. The New Company Shares are not registered and will not be registered in connection with this Agreement under the Securities Act of 1933, as amended (the “Securities Act”), or any state’s securities laws, on the grounds that the transaction in which the New Company Shares are to be issued qualifies for applicable exemptions from the securities registration requirements of such statutes. The exemptions being claimed include, but are not necessarily limited to, those available under Section 4(a)(2) of the Securities Act and the reliance by the Company upon the exemptions from the securities registration requirements of the federal and state securities laws, is predicated in part on the representations, understandings and covenants set forth in this Agreement.
(i) The Company will record stop transfer instructions in its or its transfer agent’s stock record books to restrict any impermissible resale or other transfer of the Securities; and
(ii) Each document evidencing the Securities, will bear a restrictive legend in substantially the following form: In connection with the transactions contemplated by this Agreement, each Party shall file, with the assistance of the other and their respective legal counsel, such notices, applications, reports, or other instruments as may be deemed by them to be necessary or appropriate in an effort to document reliance on such exemptions, and the appropriate regulatory authority in the states where the XEME Shareholders reside unless an exemption requiring no filing is available in such jurisdiction, all to the extent and in the manner as may be deemed by such party to be appropriate.
Non-registration of Securities. Purchaser understands that issuance of the Securities is not being registered with the Commission and that accordingly Purchaser must hold the Securities and the shares issuable upon exercise thereof indefinitely unless they are registered with the Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Purchaser represents that Purchaser is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby. The Company acknowledges and agrees that the representations contained in Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transaction contemplated hereby.
Non-registration of Securities. Both the TR Mining Shares and the ACC Shares are not registered under the Securities Act of 1933, as amended, or any state’s securities laws. The Parties are acquiring the respective TR Mining Shares and ACC Shares for its own respective accounts and not with a view to or for distributing or reselling such shares or any part thereof in violation of the Securities Act or any applicable state securities law, and each Party has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of the shares in violation of the Securities Act or any applicable state securities law. Each Party is acquiring the shares hereunder in the ordinary course of its business. Each the ACC Shares and the TR Mining Shares will bear a restrictive legend in substantially the following form: The shares evidenced by this certificate have not been registered under either the Securities Act of 1933, as amended, or the securities laws of any state. These securities may not be offered for sale, sold, assigned, pledged, hypothecated, or otherwise transferred: at any time absent either (A) registration of the transaction under the Securities Act of 1933, as amended, and every other applicable state securities law or (B) the issuer’s receipt of an acceptable opinion of counsel that registration of the transaction under those laws is not required.
Non-registration of Securities. Each Selling Shareholder has been advised that the issuance of PSI Shares at the Closing will not be registered with the Securities and Exchange Commission under the Act, or under the securities or "blue sky" laws of any state (collectively, along with the Securities Exchange Act of 1934, the "Acts"), and such shares are being issued in reliance on Regulation D and that PSI is relying on the truth and accuracy of the representations, warranties, agreements, acknowledgements and understandings of each of the Selling Shareholders set forth in this Agreement in order to determine the applicability of such provisions. Each Selling Shareholder understands that the PSI Shares will be considered "restricted securities" within the meaning of Rule 144 under the Act; that Rule 144 may not be available to
