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.
Appears in 6 contracts
Samples: Stock Issuance Agreement (Radius Health, Inc.), Stock Issuance Agreement (Radius Health, Inc.), Stock Issuance Agreement (Radius Health, Inc.)
