Not Registered. NB understands that the Series A-5 Preferred Stock, the Conversion Shares and the Bonus Shares have not been registered under the Securities Act, and must be held indefinitely until such time as they are subsequently registered under the Securities Act or an exemption from such registration is available. NB has been independently advised or is aware of the provisions of Rule 144 promulgated under the Securities Act that afford exemptions from registration depend on the satisfaction of various conditions, including, among other things: the availability of certain current public information about Radius, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being through an unsolicited “broker’s transaction” or in transactions directly with a market maker (as such term is defined under the Securities Exchange Act of 1934, as amended) and the number of shares being sold during any three-month period not exceeding specified limitations. NB also acknowledges that Radius is not under any obligation to register or to cause any Person to register any securities under the Securities Act.
Not Registered. The Holder understands that the Warrants and the Warrant Shares have not been registered under the Act by reason of a claimed exemption under the provisions of the Act which depends, in part, upon the Holder's investment intention. In this connection, the Holder understands that it is the position of the Commission that the statutory basis for such exemption would not be present if Holder's representations merely meant that Holder's intention was to hold such securities for a short period, such as the capital gains period of tax statutes, for a deferred sale, for a market rise (assuming that a market develops), or for any other fixed period.
Not Registered. Investor understands and acknowledges that the Stock is not registered under the Securities Act of 1933 (the "Act") or under any other applicable blue sky or state securities law, on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from registration under the Act pursuant to Section 4(2) thereof and the regulations thereunder and are exempt from qualification pursuant to comparable available exceptions in various states, and that Ominto's reliance on such exemptions is predicated on Investor’s representations set forth herein.
Not Registered. The Purchaser understands and acknowledges that the offering and sale of the Note pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering and sale of the Note are exempt from registration under the Securities Act, and that the Company's reliance upon such exemption is predicated upon the Purchaser's representations set forth in this Agreement. The Purchaser acknowledges and understands that resale of the Note may be restricted indefinitely unless the Note is subsequently registered under the Securities Act or an exemption from such registration is available.
Not Registered. The Subscriber understands that the Series 13 Preferred and the Conversion Shares have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which depends, in part, upon the Subscriber's investment intention. In this connection, the Subscriber understands that it is the position of the SEC that the statutory basis for such exemption would not be present if its representation merely meant that its present intention was to hold such securities for a short period, such as the capital gains period of tax statutes, for a deferred sale, for a market rise (assuming that a market develops), or for any other fixed period.
Not Registered. SBL understands that the New Series of Preferred and the Conversion Shares have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which depends, in part, upon SBL's investment intention. In this connection, SBL understands that it is the position of the SEC that the statutory basis for such exemption would not be present if its representation merely meant that its present intention was to hold such securities for a short period, such as the capital gains period of tax statutes, for a deferred sale, or for any other reason or fixed period.
Not Registered. Lender understands that the Converted Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Lender also understands that the Converted Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Lender’s representations contained in this Agreement.
Not Registered. The Company understands that the Buyer Shares are neither (a) registered under the Securities Act of 1933 nor (b) qualified under the California Corporate Securities Law of 1968.
Not Registered. GMC understands that the VG Shares are not (a) registered under the Securities Act of 1933, as amended (the "Act"), on the ground that the issuance of the Shares is exempt from registration under the Act pursuant to Section 4(2) thereof, or (b) qualified or registered under the California Corporate Securities Law of 1968 (the "Law"), on the ground that the issuance of the Shares is exempt from qualification under the Law pursuant to Section 25102(f) thereof, and that VG's reliance on such exemptions is predicated on GMC's representations set forth herein. GMC understands that the VG Shares are "restricted securities" under Rule 144 and are subject to restrictions on resale. GMC understands that the VG Shares must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Act, as amended, or an exemption from such registration is available. GMC further understands that VG is under no obligation to register VG Shares on their behalf or to assist in complying with any exemption from registration. GMC understands and agrees that the certificates for the VG Shares shall bear legends on the certificates thereof consistent with the provisions hereof.
Not Registered. Buyer understands that the Shares are neither (a) registered under the Securities Act of 1933 nor (b) qualified under any state securities laws, and the Shares may not be sold or otherwise transferred except pursuant to an effective registration statement or an exemption from applicable registration and qualification requirements. Buyer understands that each certificate for the Shares shall bear a legend relating to that effect.
