Notice of Limitation Upon Disposition. Each Shareholder is aware that the shares distributed pursuant to this Agreement will not have been registered pursuant to the Securities Act of 1933, as amended; and, therefore, under current interpretations and applicable rules, the shareholder will probably have to retain such shares for a period of at least one year and at the expiration of such one year period sales may be confined to brokerage transactions of limited amounts requiring certain notification filings with the Securities and Exchange Commission and such disposition may be available only if the Purchaser is current in its filings with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or other public disclosure requirements, and the other limitations imposed thereby on the disposition of shares of the Purchaser. Additionally, "affiliates" owning shares will be subject to additional restrictions limiting sales.
Appears in 8 contracts
Samples: Acquisition Agreement (Softwall Equipment Corp), Acquisition Agreement (Perfisans Holdings Inc), Acquisition Agreement (Griffin Industries Inc)
Notice of Limitation Upon Disposition. Each Shareholder is aware that the shares distributed pursuant to this Agreement will not have been registered pursuant to the Securities Act of 1933, as amended; and, therefore, under current interpretations and applicable rules, the shareholder will probably have to retain such shares for a period of at least one year and at the expiration of such one year period sales may be confined to brokerage transactions of limited amounts requiring certain notification filings with the Securities and Exchange Commission and such disposition may be available only if the Purchaser is current in its filings with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or other public disclosure requirements, and the other limitations imposed thereby on the disposition of shares of the Purchaser. Additionally, "“affiliates" ” owning shares will be subject to additional restrictions limiting sales.
Appears in 2 contracts
Samples: Share Exchange Agreement (Paloma Enterprises, Inc.), Share Exchange Agreement (Paloma Enterprises, Inc.)
Notice of Limitation Upon Disposition. Each Shareholder The Company is aware that the shares distributed exchanged pursuant to this Agreement will not have been registered pursuant to the Securities Act of 1933, as amended; and, therefore, under current interpretations and applicable rules, the shareholder will probably have to retain such shares for a period of at least one year and at the expiration of such one year period sales may be confined to brokerage transactions of limited amounts requiring certain notification filings with the Securities and Exchange Commission and such disposition may be available only if the Purchaser Parent is current in its filings with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or other public disclosure requirements, and the other limitations imposed thereby on the disposition of shares of the PurchaserParent. Additionally, "“affiliates" ” owning shares will be subject to additional restrictions limiting sales.
Appears in 1 contract
Samples: Merger Agreement (Liberator Medical Holdings, Inc.)
Notice of Limitation Upon Disposition. Each Shareholder Shareholder is aware that the shares distributed pursuant to this Agreement will not have been registered pursuant to the Securities Act of 1933, as amended; and, therefore, under current interpretations and applicable rules, the shareholder will probably have to retain such shares for a period of at least one year six months and at the expiration of such one year period sales may be confined to brokerage transactions of limited amounts requiring certain notification filings with the Securities and Exchange Commission and such disposition may be available only if the Purchaser is current in its filings with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or other public disclosure requirements, and the other limitations imposed thereby on the disposition of shares of the Purchaser. Additionally, "“affiliates" ” owning shares will be subject to additional restrictions limiting sales.
Appears in 1 contract
Samples: Acquisition Agreement (Ensurge Inc)
Notice of Limitation Upon Disposition. Each Shareholder is The Shareholders and each of them represent that they are aware that the shares distributed pursuant to this Agreement them will not have been registered pursuant to the Securities Act of 1933, as amended; and, therefore, under current interpretations and applicable rules, the shareholder will probably they may have to retain such shares for a period of at least one year as long as two years and at the expiration of such one year period such sales may be confined to brokerage transactions of limited amounts requiring certain notification filings with the Securities and Exchange Commission and such disposition may be available only if the Purchaser is current in its filings with the Securities and Exchange Commission under the Securities Exchange Act of 19331934, as amended, or other public disclosure requirements, and the other limitations imposed thereby on the disposition of shares of the Purchaser. Additionally, "affiliates" owning shares will be subject to additional restrictions limiting sales.
Appears in 1 contract
Notice of Limitation Upon Disposition. Each Shareholder shareholder is aware that the shares distributed pursuant to this Agreement will not have been registered pursuant to the Securities Act of 1933, as amended; and, therefore, under current interpretations and applicable rules, the shareholder he or she will probably have to retain such the shares for a period of at least one year and at the expiration of such the one year period sales may be confined to brokerage transactions of limited amounts requiring certain notification filings with the Securities SEC and Exchange Commission and such the disposition may be available only if the Purchaser is current in its his or her filings with the Securities SEC and Exchange Commission the shareholders are aware of Rule 144 issued by the SEC under the Securities Act of 1933, as amended, or other public disclosure requirements, and the other limitations imposed thereby on the their disposition of shares of the Purchaser. Additionally, "affiliates" owning shares will be subject to additional restrictions limiting sales's shares.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Sibannac, Inc.)
Notice of Limitation Upon Disposition. Each Shareholder is aware that the shares distributed pursuant to this Agreement will not have been registered pursuant to the Securities Act of 1933, as amended; and, therefore, under current interpretations and applicable rules, the shareholder will probably have to retain such shares for a period of at least one year and at the expiration of such one year period sales may be b confined to brokerage transactions of limited amounts requiring certain notification filings with the Securities and Exchange Commission and such disposition may be available only if the Purchaser is current in its filings with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or other public disclosure requirements, and the other limitations imposed thereby on the disposition of shares of the Purchaser. Additionally, "affiliates" owning shares will be subject to additional restrictions limiting sales.
Appears in 1 contract
Samples: Acquisition Agreement (Digital Commerce International Inc)
Notice of Limitation Upon Disposition. Each The Shareholder is aware that the shares distributed pursuant to this Agreement will not have been registered pursuant to the Securities Act of 1933, as amended; and, therefore, under current interpretations and applicable rules, the shareholder Shareholder will probably have to retain such shares for a period of at least one year and at the expiration of such one year period sales may be confined to brokerage transactions of limited amounts requiring certain notification filings with the Securities and Exchange Commission and such disposition may be available only if the Purchaser is current in its filings with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or other public disclosure requirements, and the other limitations imposed thereby on the disposition of shares of the Purchaser. Additionally, "affiliates" owning shares will be subject to additional restrictions limiting sales.
Appears in 1 contract