Private Placement; No Registration; Restricted Legends. Purchaser understands and acknowledges that the Subordinated Note comes within the definition of “restricted securities” under Rule 144 of the Securities Act and is being sold by Company without registration under the Securities Act in reliance on the exemption from federal registration set forth in Section 4(a)(2) of the Securities Act or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only in compliance with the registration requirements of federal and state securities laws or if exemptions from the Securities Act and applicable state securities laws are available to Purchaser. Purchaser further understands and acknowledges that Company will not be obligated in the future to register the Subordinated Notes under the Securities Act, the Exchange Act or any state securities laws. Purchaser is not subscribing for the Subordinated Note as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. Purchaser further acknowledges and agrees that all certificates or other instruments representing the Subordinated Note will bear the restrictive legend set forth in the form of Subordinated Note. Purchaser further acknowledges Purchaser’s primary responsibilities under the Securities Act and, accordingly, will not sell or otherwise transfer the Subordinated Note or any interest therein without complying with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the requirements set forth in this Agreement. Neither Company nor its Financial Advisor have or has made or are or is making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated Note, or that the Subordinated Note purchased by Purchaser will ever be able to be lawfully resold, pledged or otherwise transferred.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (FVCBankcorp, Inc.)
Private Placement; No Registration; Restricted Legends. The Purchaser understands and acknowledges that the Subordinated Note comes within the definition of “restricted securities” under Rule 144 of the Securities Act and is Notes are being sold by the Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in in, respectively, Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only in compliance with the registration requirements of federal and state securities laws or if except pursuant to available exemptions from the Securities Act and applicable state securities laws are available to Purchasersecurities. Purchaser further understands and acknowledges that Company will not be obligated in the future to register the Subordinated Notes under the Securities Act, the Exchange Act or any state securities laws. The Purchaser is not subscribing for the Subordinated Note Notes as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. meeting or any other method of “general solicitation” as that term is defined in Regulation D. The Purchaser further acknowledges and agrees that all certificates or other instruments representing the Subordinated Note Notes will bear the restrictive legend set forth in the form of Subordinated Note, which are attached to the Indenture. The Purchaser further acknowledges Purchaser’s its primary responsibilities under the Securities Act and, accordingly, will not sell or otherwise transfer the Subordinated Note Notes or any interest therein without complying with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the requirements set forth in this Agreement. Neither The Purchaser further acknowledges that neither the Placement Agents nor the Company nor its Financial Advisor have or has made or are or is making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated NoteNotes, or that the Subordinated Note Notes purchased by Purchaser it will ever be able to be lawfully resold, pledged or otherwise transferred.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (First Savings Financial Group, Inc.)
Private Placement; No Registration; Restricted Legends. Purchaser understands and acknowledges that the Subordinated Note comes within the definition of Notes are “restricted securities” under Rule 144 of the Securities Act and is are being sold by Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in in, respectively, Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any applicable state securities laws, and accordingly, may be resold, pledged or otherwise transferred only in compliance with the registration requirements of federal and state securities laws or if exemptions from the Securities Act and applicable state securities laws are available to Purchaser. Purchaser further understands and acknowledges that Company will not be obligated in the future to register the Subordinated Notes under the Securities Act, the Exchange Act or any state securities lawsit. Purchaser is not subscribing for the Subordinated Note Notes as a result of or subsequent to any general solicitation or general advertising, in each case within the meaning of Rule 502(c) of Regulation D, including any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. Purchaser has not been solicited with respect to investment in the Subordinated Note except in the jurisdiction of its address appearing on Purchaser’s signature page to this Agreement. Purchaser further acknowledges and agrees that all certificates or other instruments representing the Subordinated Global Note and definitive note certificate(s) will bear the restrictive legend set forth in the form of Subordinated Note, which is attached as an exhibit to the Indenture. Purchaser further acknowledges Purchaser’s its primary responsibilities under the Securities Act and, accordingly, will not sell or otherwise transfer the Subordinated Note Notes or any interest therein without complying with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the requirements set forth in this Agreement. Neither the Placement Agent nor Company nor its Financial Advisor have or has made or are or is making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated Note, or that the Subordinated Note purchased by Purchaser will ever be able to be lawfully resold, pledged or otherwise transferred.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (Amerant Bancorp Inc.)
Private Placement; No Registration; Restricted Legends. Purchaser It understands and acknowledges that the Subordinated Note comes within the definition of Notes are characterized as “restricted securities” under Rule 144 of the Securities Act and is are being sold by the Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in in, respectively, Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only in compliance with the registration requirements of federal and state securities laws or if exemptions from the Securities Act and applicable state securities laws are available to Purchaserit. Purchaser further understands and acknowledges that Company will not be obligated in the future to register the Subordinated Notes under the Securities Act, the Exchange Act or any state securities laws. Purchaser It is not subscribing for the Subordinated Note Notes as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. Purchaser It further acknowledges and agrees that all certificates or other instruments representing the Subordinated Note Notes will bear the restrictive legend set forth in the form of Subordinated Note. Purchaser It further acknowledges Purchaser’s its primary responsibilities under the Securities Act and, accordingly, will not sell or otherwise transfer the Subordinated Note Notes or any interest therein without complying with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the requirements set forth in this Agreement. Neither the Placement Agent nor the Company nor its Financial Advisor have or has made or are or is making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated NoteNotes, or that the Subordinated Note Notes purchased by Purchaser it will ever be able to be lawfully resold, pledged or otherwise transferred.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (Old Point Financial Corp)
Private Placement; No Registration; Restricted Legends. Purchaser It understands and acknowledges that the Subordinated Note comes within the definition of “restricted securities” under Rule 144 of the Securities Act and is Notes are being sold by the Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in in, respectively, Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only in compliance with the registration requirements of federal and state securities laws or if exemptions from the Securities Act and applicable state securities laws are available to Purchaserit. Purchaser further understands and acknowledges that Company will not be obligated in the future to register the Subordinated Notes under the Securities Act, the Exchange Act or any state securities laws. Purchaser It is not subscribing for the Subordinated Note Notes as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. Purchaser It further acknowledges and agrees that all certificates or other instruments representing the Subordinated Note Notes will bear the restrictive legend set forth in the form of Subordinated Note, which is attached as an exhibit to the Indenture. Purchaser It further acknowledges Purchaser’s its primary responsibilities under the Securities Act and, accordingly, will not sell or otherwise transfer the Subordinated Note Notes or any interest therein without complying with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the requirements set forth in this Agreement. Neither the Placement Agents nor the Company nor its Financial Advisor have or has made or are or is making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated NoteNotes, or that the Subordinated Note Notes purchased by Purchaser it will ever be able to be lawfully resold, pledged or otherwise transferred.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (First Bancshares Inc /MS/)
Private Placement; No Registration; Restricted Legends. Purchaser It understands and acknowledges that the Subordinated Note comes within the definition of “restricted securities” under Rule 144 of the Securities Act and is Notes are being sold by the Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in in, respectively, Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities 000-0000-0000/2/AMERICAS Act and Section 18 of the Securities Act, or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only in compliance with the registration requirements of federal and state securities laws or if exemptions from the Securities Act and applicable state securities laws are available to Purchaserit. Purchaser further understands and acknowledges that Company will not be obligated in the future to register the Subordinated Notes under the Securities Act, the Exchange Act or any state securities laws. Purchaser It is not subscribing for the Subordinated Note Notes as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. Purchaser It further acknowledges and agrees that all certificates or other instruments representing the Subordinated Note Notes will bear the restrictive legend set forth in the form of Subordinated Note. Purchaser It further acknowledges Purchaser’s its primary responsibilities under the Securities Act and, accordingly, will not sell or otherwise transfer the Subordinated Note Notes or any interest therein without complying with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the requirements set forth in this Agreement. Neither The Company nor its Financial Advisor have or has not made or are or is making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated NoteNotes, or that the Subordinated Note Notes purchased by Purchaser it will ever be able to be lawfully resold, pledged or otherwise transferred.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (Capital Bancorp Inc)
Private Placement; No Registration; Restricted Legends. Purchaser It understands and acknowledges that the Subordinated Note comes within the definition of Notes are characterized as “restricted securities” under Rule 144 of the Securities Act and is are being sold by the Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in in, respectively, Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only in compliance with the registration requirements of federal and state securities laws or if exemptions from the Securities Act and applicable state securities laws are available to Purchaserit. Purchaser It further understands and acknowledges that the Company will not be obligated in the future to register the Subordinated Notes under the Securities Act, the Exchange Act Act, or under any state securities laws. Purchaser It is not subscribing for the Subordinated Note Notes as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. Purchaser It further acknowledges and agrees that all certificates or other instruments representing the Subordinated Note Notes will bear the restrictive legend set forth in the form of Subordinated Note. Purchaser It further acknowledges Purchaser’s its primary responsibilities under the Securities Act and, accordingly, will not sell or otherwise transfer the Subordinated Note Notes or any interest therein without complying with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the requirements set forth in this Agreement. Neither the Placement Agent nor the Company nor its Financial Advisor have or has made or are or is making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated NoteNotes, or that the Subordinated Note Notes purchased by Purchaser it will ever be able to be lawfully resold, pledged or otherwise transferred.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (Bay Banks of Virginia Inc)
Private Placement; No Registration; Restricted Legends. Purchaser understands and acknowledges that the Subordinated Note comes within the definition of “restricted securities” under Rule 144 of the Securities Act and is being sold by Company without registration under the Securities Act in reliance on the exemption from federal registration set forth in Section 4(a)(2) of the Securities Act or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only in compliance with the registration requirements of federal and state securities laws or if exemptions from the Securities Act and applicable state securities laws are available to Purchaser. Purchaser further understands and acknowledges that Company will not be obligated in the future to register the Subordinated Notes under the Securities Act, the Exchange Act or any state securities laws. Purchaser is not subscribing for the Subordinated Note as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. Purchaser further acknowledges and agrees that all certificates or other instruments representing the Subordinated Note will bear the restrictive legend set forth in the form of Subordinated Note. Purchaser further acknowledges Purchaser’s primary responsibilities under the Securities Act and, accordingly, will not sell or otherwise transfer the Subordinated Note or any interest therein without complying with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the requirements set forth in this Agreement. Neither the Company nor its Financial Advisor have or has made or are or is making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated Note, or that the Subordinated Note purchased by Purchaser will ever be able to be lawfully resold, pledged or otherwise transferred.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (Delmar Bancorp)
Private Placement; No Registration; Restricted Legends. Purchaser understands and acknowledges that the Subordinated Note comes within the definition of “restricted securities” under Rule 144 of the Securities Act and is being sold by Company without registration under the Securities Act in reliance on the exemption from federal registration set forth in Section 4(a)(2) of the Securities Act or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only in compliance with the registration requirements of federal and state securities laws or if exemptions from the Securities Act and applicable state securities laws are available to Purchaser. Purchaser further understands and acknowledges that Company will not be obligated in the future to register the Subordinated Notes under the Securities Act, the Exchange Act or any state securities laws. Purchaser is not subscribing for the Subordinated Note as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. Purchaser further acknowledges and agrees that all certificates or other instruments representing the Subordinated Note will bear the restrictive legend set forth in the form of Subordinated Note. Purchaser further acknowledges Purchaser’s primary responsibilities under the Securities Act and, accordingly, will not sell or otherwise transfer the Subordinated Note or any interest therein without complying with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the requirements set forth in this Agreement. Neither Company nor its Financial Advisor the Placement Agent have or has made or are or is making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated Note, or that the Subordinated Note purchased by Purchaser will ever be able to be lawfully resold, pledged or otherwise transferred.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (California BanCorp)
Private Placement; No Registration; Restricted Legends. Purchaser It understands and acknowledges that the Subordinated Note comes within the definition of Notes are characterized as “restricted securities” under Rule 144 of the Securities Act and is are being sold by the Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in in, respectively, Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only in compliance with the registration requirements of federal and state securities laws or if exemptions from the Securities Act and applicable state securities laws are available to Purchaserit. Purchaser further understands and acknowledges that Company will not be obligated Further, while any Subordinated Notes remain in the future restricted holding period pursuant to register the Subordinated Notes Rule 144 under the Securities Act, it understands and acknowledges that any resale of such Subordinated Notes will be limited to a QIB under Rule 144A under the Exchange Act or any state securities lawsSecurities Act. Purchaser It is not subscribing for the Subordinated Note Notes as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. Purchaser It further acknowledges and agrees that all certificates or other instruments representing the Subordinated Note Notes will bear the restrictive legend set forth in the form of Subordinated Note. Purchaser It further acknowledges Purchaser’s its primary responsibilities under the Securities Act and, accordingly, will not sell or otherwise transfer the Subordinated Note Notes or any interest therein without complying with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the requirements set forth in this Agreement. Neither the Placement Agent nor the Company nor its Financial Advisor have or has made or are or is making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated NoteNotes, or that the Subordinated Note Notes purchased by Purchaser it will ever be able to be lawfully resold, pledged or otherwise transferred.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (Colony Bankcorp Inc)
Private Placement; No Registration; Restricted Legends. The Purchaser understands and acknowledges that the Subordinated Note comes Notes come within the definition of “restricted securities” under Rule 144 of the Securities Act and is its implementing regulations and are being sold by the Company without registration under the Securities Act in reliance on one or more of the exemption exemptions from federal and state registration set forth in in, respectively, Section 4(a)(2) of the Securities Act, Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any applicable state securities laws, and accordingly, may be resold, pledged or otherwise transferred only in compliance with the registration requirements of federal and state securities laws or if exemptions from the Securities Act and applicable state securities laws are available to Purchaserit. Purchaser further understands and acknowledges that Company will not be obligated in the future to register the Subordinated Notes under the Securities Act, the Exchange Act or any state securities laws. The Purchaser is not subscribing for the Subordinated Note Notes as a result of or subsequent to any general solicitation or general advertising, in each case within the meaning of Rule 502(c) of Regulation D, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. The Purchaser has not been solicited with respect to investment in the Subordinated Notes except in the jurisdiction of its address appearing on the Purchaser’s signature page to this Agreement. The Purchaser further acknowledges and agrees that all certificates or other instruments representing the Subordinated Note Notes will bear the restrictive legend set forth in the form of Subordinated Note. The Purchaser further acknowledges Purchaser’s its primary responsibilities under the Securities Act and, accordingly, will not sell or otherwise transfer the Subordinated Note Notes or any interest therein without complying with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the requirements set forth in this Agreement. Neither the Placement Agents nor the Company nor its Financial Advisor have or has made or are or is making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated NoteNotes, or that the Subordinated Note Notes purchased by the Purchaser will ever be able to be lawfully resold, pledged or otherwise transferred.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (Five Star Bancorp)
Private Placement; No Registration; Restricted Legends. Purchaser It understands and acknowledges that the Subordinated Note comes within the definition of Notes are characterized as “restricted securities” under Rule 144 of the Securities Act and is are being sold by the Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in in, respectively, Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only in compliance with the registration requirements of federal and state securities laws or if exemptions from the Securities Act and applicable state securities laws are available to Purchaserit. Purchaser further understands and acknowledges that Company will not be obligated Further, while any Subordinated Notes remain in the future restricted holding period pursuant to register the Subordinated Notes Rule 144 under the Securities Act, it understands and acknowledges that any resale of such Subordinated Notes will be limited to a QIB under Rule 144A under the Exchange Act or any state securities lawsSecurities Act. Purchaser It is not subscribing for the Subordinated Note Notes as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. Purchaser It further acknowledges and agrees that all certificates or other instruments representing the Subordinated Note Notes will bear the restrictive legend set forth in the form of Subordinated Note. Purchaser It further acknowledges Purchaser’s its primary responsibilities under the Securities Act and, accordingly, will not sell or otherwise transfer the Subordinated Note Notes or any interest therein without complying with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the requirements set forth in this Agreement. Neither the Placement Agents nor the Company nor its Financial Advisor have or has made or are or is making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated Note, or that the Subordinated Note purchased by Purchaser will ever be able to be lawfully resold, pledged or otherwise transferred.any
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (River Financial Corp)
Private Placement; No Registration; Restricted Legends. The Purchaser understands and acknowledges that the Subordinated Note comes within the definition of “restricted securities” under Rule 144 of the Securities Act and is Notes are being sold by Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in in, respectively, Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only in compliance with the registration requirements of federal and state securities laws or if exemptions from the Securities Act and applicable state securities laws are available to Purchaserit. Purchaser further understands and acknowledges that Company will not be obligated in the future to register the Subordinated Notes under the Securities Act, the Exchange Act or any state securities laws. Purchaser It is not subscribing for the Subordinated Note Notes as a result of or subsequent to any general solicitation or general advertising, in each case within the meaning of Rule 502(c) of Regulation D, including any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. The Purchaser further acknowledges and agrees that all certificates or other instruments representing the Subordinated Note Notes will bear the restrictive legend set forth in the form of Subordinated Note, which is attached as an exhibit to the Indenture. The Purchaser further acknowledges Purchaser’s his, her or its primary responsibilities under the Securities Act and, accordingly, will not sell or otherwise transfer the Subordinated Note Notes or any interest therein without complying with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the requirements set forth in this Agreement. Neither the Placement Agents nor the Company nor its Financial Advisor have or has made or are or is making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated NoteNotes, or that the Subordinated Note Notes purchased by Purchaser it will ever be able to be lawfully resold, pledged or otherwise transferred.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (FS Bancorp, Inc.)
Private Placement; No Registration; Restricted Legends. The Purchaser understands and acknowledges that the Subordinated Note comes within the definition of “restricted securities” under Rule 144 of the Securities Act and is Notes are being sold by the Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in in, respectively, Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only in compliance with the registration requirements of federal and state securities laws or if except pursuant to available exemptions from the Securities Act and applicable state securities laws are available to Purchaser. Purchaser further understands and acknowledges that Company will not be obligated in the future to register the Subordinated Notes under the Securities Act, the Exchange Act or any state securities laws. The Purchaser is not subscribing for the Subordinated Note Notes as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. meeting or any other method of “general solicitation” as that term is defined in Regulation D. The Purchaser further acknowledges and agrees that all certificates or other instruments representing the Subordinated Note Notes will bear the restrictive legend set forth in the form of Subordinated Note, which is attached to the Indenture. The Purchaser further acknowledges Purchaser’s its primary responsibilities under the Securities Act and, accordingly, will not sell or otherwise transfer the Subordinated Note Notes or any interest therein without complying with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the requirements set forth in this Agreement. Neither The Purchaser further acknowledges that neither the Placement Agents nor the Company nor its Financial Advisor have or has made or are or is making any representation, warranty warranty, or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated NoteNotes, or that the Subordinated Note Notes purchased by Purchaser it will ever be able to be lawfully resold, pledged or otherwise transferred.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (Northfield Bancorp, Inc.)
Private Placement; No Registration; Restricted Legends. Purchaser It understands and acknowledges that the Subordinated Note comes within the definition of “restricted securities” under Rule 144 of the Securities Act and is Notes are being sold by the Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in in, respectively, Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only in compliance with the registration requirements of federal and state securities laws or if exemptions from the Securities Act and applicable state securities laws are available to Purchaserit. Purchaser further understands and acknowledges that Company will not be obligated in the future to register the Subordinated Notes under the Securities Act, the Exchange Act or any state securities laws. Purchaser It is not subscribing for the Subordinated Note Notes as a result of or subsequent to any general solicitation or general advertising, in each case within the meaning of Rule 502(c) of Regulation D, including any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. Purchaser It further acknowledges and agrees that all certificates or other instruments representing the Subordinated Note Notes will bear the restrictive legend set forth in the form of Subordinated Note, which is attached as an exhibit to the Indenture. Purchaser It further acknowledges Purchaser’s its primary responsibilities under the Securities Act and, accordingly, will not sell or otherwise transfer the Subordinated Note Notes or any interest therein without complying with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the requirements set forth in this Agreement. Neither the Placement Agent nor the Company nor its Financial Advisor have or has made or are or is making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated NoteNotes, or that the Subordinated Note Notes purchased by Purchaser it will ever be able to be lawfully resold, pledged or otherwise transferred.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (Southside Bancshares Inc)
Private Placement; No Registration; Restricted Legends. Purchaser understands and acknowledges that the The Subordinated Note comes within the definition of “restricted securities” under Rule 144 of the Securities Act and is Notes are being sold by the Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in in, respectively, Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act or any and Section 18 of the Securities Act, and under applicable state securities laws, and accordingly, may be resold, pledged or otherwise transferred only in compliance with the registration requirements of federal and state securities laws or if exemptions from the Securities Act and applicable state securities laws are available to Purchaserit. Purchaser further understands and acknowledges that Company will not be obligated Further, while any Subordinated Notes remain in the future restricted holding period pursuant to register the Subordinated Notes Rule 144 under the Securities Act, the Exchange Act or Purchaser understands and acknowledges that any state securities lawsresale of such Subordinated Notes will be limited to a QIB under Rule 144A under the Securities Act. The Purchaser is not subscribing for the Subordinated Note Notes as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. The Purchaser further acknowledges and agrees that all has not been solicited with respect to investment in the Subordinated Notes except in the jurisdiction of its address appearing on the Purchaser’s signature page to this Agreement. All certificates or other instruments representing the Subordinated Note Notes will bear the restrictive legend set forth in the form of Subordinated Note. The Purchaser further acknowledges Purchaser’s primary responsibilities under the Securities Act and, accordingly, will not sell or otherwise transfer the Subordinated Note Notes or any interest therein without complying with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the requirements set forth in this Agreement. Neither the Company nor its Financial Advisor have or the Placement Agent has made or are or is making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated NoteNotes, or that the Subordinated Note Notes purchased by each Purchaser will ever be able to be lawfully resold, pledged or otherwise transferred.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (Union Bankshares Inc)
Private Placement; No Registration; Restricted Legends. The Purchaser understands and acknowledges that the Subordinated Note comes Notes come within the definition of “restricted securities” under Rule 144 of the Securities Act and is its implementing regulations and are being sold by the Company without registration under the Securities Act in reliance on one or more of the exemption exemptions from federal and state registration set forth in in, respectively, Section 4(a)(2) of the Securities Act, Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any applicable state securities laws, and accordingly, may be resold, pledged or otherwise transferred only in compliance with the registration requirements of federal and state securities laws or if exemptions from the Securities Act and applicable state securities laws are available to Purchaserit. Purchaser further understands and acknowledges that Company will not be obligated Further, while any Subordinated Notes remain in the future restricted holding period pursuant to register the Subordinated Notes Rule 144 under the Securities Act, the Exchange Act or Purchaser understands and acknowledges that any state securities lawsresale of such Subordinated Notes will be limited to a QIB under Rule 144A under the Securities Act. The Purchaser is not subscribing for the Subordinated Note Notes as a result of or subsequent to any general solicitation or general advertising, in each case within the meaning of Rule 502(c) of Regulation D, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. The Purchaser has not been solicited with respect to investment in the Subordinated Notes except in the jurisdiction of its address appearing on the Purchaser’s signature page to this Agreement. The Purchaser further acknowledges and agrees that all certificates or other instruments representing the Subordinated Note Notes will bear the restrictive legend set forth in the form of Subordinated Note. The Purchaser further acknowledges Purchaser’s its primary responsibilities under the Securities Act and, accordingly, will not sell or otherwise transfer the Subordinated Note Notes or any interest therein without complying with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the requirements set forth in this Agreement. Neither the Placement Agent nor the Company nor its Financial Advisor have or has made or are or is making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated NoteNotes, or that the Subordinated Note Notes purchased by the Purchaser will ever be able to be lawfully resold, pledged or otherwise transferred.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (Bankwell Financial Group, Inc.)
Private Placement; No Registration; Restricted Legends. The Purchaser understands and acknowledges that the Subordinated Note comes within the definition of “restricted securities” under Rule 144 of the Securities Act and is Notes are being sold by the Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in in, respectively, Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only in compliance with the registration requirements of federal and state securities laws or if exemptions from the Securities Act and applicable state securities laws are available to Purchaserit. Purchaser further understands and acknowledges that Company will not be obligated in the future to register the Subordinated Notes under the Securities Act, the Exchange Act or any state securities laws. The Purchaser is not subscribing for the Subordinated Note Notes as a result of or subsequent to any general solicitation or general advertising, in each case within the meaning of Rule 502(c) of Regulation D, including any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. The Purchaser further acknowledges and agrees that all certificates or other instruments representing the Subordinated Note Notes will bear the restrictive legend set forth in the form of Subordinated Note. , which is attached hereto as Exhibit A. The Purchaser further acknowledges Purchaser’s its primary responsibilities under the Securities Act and, accordingly, will not sell or otherwise transfer the Subordinated Note Notes or any interest therein without complying with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the requirements set forth in this Agreement. Neither the Company nor its Financial Advisor have or the Placement Agent has made or are or is making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated NoteNotes, or that the Subordinated Note Notes purchased by each Purchaser will ever be able to be lawfully resold, pledged or otherwise transferred.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (Guaranty Federal Bancshares Inc)
Private Placement; No Registration; Restricted Legends. Purchaser understands and acknowledges that the Subordinated Note comes within the definition of “restricted securities” under Rule 144 of the Securities Act and is Notes are being sold by the Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in in, respectively, Rule 506(b) of Regulation D and Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only in compliance with the registration requirements of federal and state securities laws or if exemptions from the Securities Act and applicable state securities laws are available to Purchaser. Purchaser further understands and acknowledges that Company will not be obligated in the future to register the Subordinated Notes under the Securities Act, the Exchange Act or any state securities lawsit. Purchaser is not subscribing for the Subordinated Note Notes as a result of or subsequent to any general solicitation or general advertising, in each case within the meaning of Rule 502(c) of Regulation D, including any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. Purchaser further acknowledges and agrees that all certificates or other instruments representing the Subordinated Note Notes will bear the restrictive legend set forth in the form of Subordinated Note. Notes, which is attached hereto as Exhibit A. Purchaser further acknowledges Purchaser’s its primary responsibilities under the Securities Act and, accordingly, will not sell or otherwise transfer the Subordinated Note Notes or any interest therein without complying with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the requirements set forth in this Agreement. Neither The Company has not made nor its Financial Advisor have or has made or are or is it making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated NoteNotes, or that the Subordinated Note Notes purchased by Purchaser will ever be able to be lawfully resold, pledged or otherwise transferred.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (QCR Holdings Inc)
Private Placement; No Registration; Restricted Legends. Purchaser It understands and acknowledges that the Subordinated Note comes within the definition of “restricted securities” under Rule 144 of the Securities Act and is Notes are being sold by the Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in in, respectively, Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only in compliance with the registration requirements of federal and state securities laws or if exemptions from the Securities Act and applicable state securities laws are available to Purchaserit. Purchaser further understands and acknowledges that Company will not be obligated in the future to register the Subordinated Notes under the Securities Act, the Exchange Act or any state securities laws. Purchaser It is not subscribing for the Subordinated Note Notes as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. Purchaser It further acknowledges and agrees that all certificates or other instruments representing the Subordinated Note Notes will bear the restrictive legend set forth in the form of Subordinated Note. Purchaser It further acknowledges Purchaser’s its primary responsibilities under the Securities Act and, accordingly, will not sell or otherwise transfer the Subordinated Note Notes or any interest therein without complying with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the requirements set forth in this Agreement. Neither the Company nor its Financial Advisor have or the Placement Agent has made or are or is making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated NoteNotes, or that the Subordinated Note Notes purchased by each Purchaser will ever be able to be lawfully resold, pledged or otherwise transferred.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (Spirit of Texas Bancshares, Inc.)
Private Placement; No Registration; Restricted Legends. Purchaser It understands and acknowledges that the Subordinated Note comes within the definition of Notes are characterized as “restricted securities” under Rule 144 of the Securities Act and is are being sold by the Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in in, respectively, Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only in compliance with the registration requirements of federal and state securities laws or if exemptions from the Securities Act and applicable state securities laws are available to Purchaserit. Purchaser further understands and acknowledges that Company will not be obligated Further, while any Subordinated Notes remain in the future restricted holding period pursuant to register the Subordinated Notes Rule 144 under the Securities Act, it understands and acknowledges that any resale of such Subordinated Notes will be limited to a QIB under Rule 144A under the Exchange Act or any state securities lawsSecurities Act. Purchaser It is not subscribing for the Subordinated Note Notes as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. Purchaser It further acknowledges and agrees that all certificates or other instruments representing the Subordinated Note Notes will bear the restrictive legend set forth in the form of Subordinated Note. Purchaser It further acknowledges Purchaser’s its primary responsibilities under the Securities Act and, accordingly, will not sell or otherwise transfer the Subordinated Note Notes or any interest therein without complying with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the requirements set forth in this Agreement. Neither the Placement Agents nor the Company nor its Financial Advisor have or has made or are or is making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated NoteNotes, or that the Subordinated Note Notes purchased by Purchaser it will ever be able to be lawfully resold, pledged or otherwise transferred.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (MainStreet Bancshares, Inc.)
Private Placement; No Registration; Restricted Legends. Purchaser It understands and acknowledges that the Subordinated Note comes within the definition of Senior Notes are characterized as “restricted securities” under Rule 144 of the Securities Act and is its implementing regulations and are being sold by the Company without registration under the Securities Act in reliance on one or more of the exemption exemptions from federal and state registration set forth in in, respectively, Section 4(a)(2) of the Securities Act, Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any applicable state securities laws, and accordingly, may be resold, pledged or otherwise transferred only in compliance with the registration requirements of federal and state securities laws or if exemptions from the Securities Act and applicable state securities laws are available to Purchaserit. Purchaser further understands and acknowledges that Company will not be obligated Further, while any Senior Notes remain in the future restricted holding period pursuant to register the Subordinated Notes Rule 144 under the Securities Act, the Exchange Act or Purchaser understands and acknowledges that any state securities lawsresale of such Senior Notes will be limited to a QIB under Rule 144A under the Securities Act. The Purchaser is not subscribing for the Subordinated Note Senior Notes as a result of or subsequent to any general solicitation or general advertising, in each case within the meaning of Rule 502(c) of Regulation D, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, radio or presented at any seminar or meeting. The Purchaser has not been solicited with respect to investment in the Senior Notes except in the jurisdiction of its address appearing on the Purchaser’s signature page to this Agreement. The Purchaser further acknowledges and agrees that all certificates or other instruments representing the Subordinated Note Senior Notes will bear the restrictive legend set forth in the form of Subordinated Senior Note. The Purchaser further acknowledges Purchaser’s its primary responsibilities under the Securities Act and, accordingly, will not sell or otherwise transfer the Subordinated Note Senior Notes or any interest therein without complying with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the requirements set forth in this Agreement. Neither the Placement Agent nor the Company nor its Financial Advisor have or has made or are or is making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated NoteSenior Notes, or that the Subordinated Note Senior Notes purchased by the Purchaser will ever be able to be lawfully resold, pledged or otherwise transferred.
Appears in 1 contract
Samples: Senior Note Purchase Agreement (Patriot National Bancorp Inc)
Private Placement; No Registration; Restricted Legends. The Purchaser understands and acknowledges that the Subordinated Note comes within the definition of “restricted securities” under Rule 144 of the Securities Act and its implementing regulations and is being sold by the Company without registration under the Securities Act in reliance on one or more of the exemption exemptions from federal and state registration set forth in in, respectively, Section 4(a)(2) of the Securities Act, Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any applicable state securities laws, and accordingly, may be resold, pledged or otherwise transferred only in compliance with the registration requirements of federal and state securities laws or if exemptions from the Securities Act and applicable state securities laws are available to Purchaserit. Purchaser further understands and acknowledges that Company will not be obligated Further, while any Subordinated Notes remain in the future restricted holding period pursuant to register the Subordinated Notes Rule 144 under the Securities Act, the Exchange Act or Purchaser understands and acknowledges that any state securities lawsresale of such Subordinated Notes will be limited to a QIB under Rule 144A under the Securities Act. The Purchaser is not subscribing for the Subordinated Note Notes as a result of or subsequent to any general solicitation or general advertising, in each case within the meaning of Rule 502(c) of Regulation D, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. The Purchaser has not been solicited with respect to investment in the Subordinated Notes except in the jurisdiction of its address appearing on the Purchaser’s signature page to this Agreement. The Purchaser further acknowledges and agrees that all certificates or other instruments representing the Subordinated Note Notes will bear the restrictive legend set forth in the form of Subordinated Note. The Purchaser further acknowledges Purchaser’s its primary responsibilities under the Securities Act and, accordingly, will not sell or otherwise transfer the Subordinated Note Notes or any interest therein without complying with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the requirements set forth in this Agreement. Neither the Placement Agent nor the Company nor its Financial Advisor have or has made or are or is making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated NoteNotes, or that the Subordinated Note Notes purchased by the Purchaser will ever be able to be lawfully resold, pledged or otherwise transferred.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (Heritage Commerce Corp)
Private Placement; No Registration; Restricted Legends. Purchaser It understands and acknowledges that the Subordinated Note comes within the definition of Notes are “restricted securities” under Rule 144 of the Securities Act and is are being sold by the Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in in, respectively, Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only in compliance with the registration requirements of federal and state securities laws or if exemptions from the Securities Act and applicable state securities laws are available to Purchaserit. Purchaser further understands and acknowledges that Company will not be obligated in the future to register the Subordinated Notes under the Securities Act, the Exchange Act or any state securities laws. Purchaser It is not subscribing for the Subordinated Note Notes as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. Purchaser It further acknowledges and agrees that all certificates or other instruments representing the Subordinated Note Notes will bear the restrictive legend set forth in the form of Subordinated Note. Purchaser It further acknowledges Purchaser’s its primary responsibilities under the Securities Act and, accordingly, will not sell or otherwise transfer the Subordinated Note Notes or any interest therein without complying with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the requirements set forth in this Agreement. Neither the Placement Agent nor the Company nor its Financial Advisor have or has made or are or is making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated NoteNotes, or that the Subordinated Note Notes purchased by Purchaser it will ever be able to be lawfully resold, pledged or otherwise transferred.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (First Western Financial Inc)
Private Placement; No Registration; Restricted Legends. Purchaser understands and acknowledges that the The Subordinated Note comes within the definition of “restricted securities” under Rule 144 of the Securities Act and is Notes are being sold by the Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in in, respectively, Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act or any and Section 18 of the Securities Act, and under applicable state securities laws, and accordingly, may be resold, pledged or otherwise transferred only in compliance with the registration requirements of federal and state securities laws or if exemptions from the Securities Act and applicable state securities laws are available to Purchaserit. Purchaser further understands and acknowledges that Company will not be obligated Further, while any Subordinated Notes remain in the future restricted holding period pursuant to register the Subordinated Notes Rule 144 under the Securities Act, the Exchange Act or Purchaser understands and acknowledges that any state securities lawsresale of such Subordinated Notes will be limited to a QIB under Rule 144A under the Securities Act. The Purchaser is not subscribing for the Subordinated Note Notes as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. The Purchaser has not been solicited with respect to investment in the Subordinated Notes except in the jurisdiction of its address appearing on the Purchaser’s signature page to this Agreement. The Purchaser further acknowledges and agrees that all certificates or other instruments representing the Subordinated Notes, including without limitation each Global Note and each definitive note, will bear the unregistered securities restrictive legend set forth in the form of Subordinated Note. The Subordinated Notes issued to QIBs in the form of Global Notes held in book-entry form will be subject to that restrictive legend. The Purchaser further acknowledges Purchaser’s its primary responsibilities under the Securities Act and, accordingly, will not sell or otherwise transfer the Subordinated Note Notes or any interest therein without complying with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the requirements set forth in this Agreement. Neither the Company nor its Financial Advisor have or the Placement Agent has made or are or is making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated NoteNotes, or that the Subordinated Note Notes purchased by each Purchaser will ever be able to be lawfully resold, pledged or otherwise transferred.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (Quaint Oak Bancorp Inc)
Private Placement; No Registration; Restricted Legends. Purchaser It understands and acknowledges that the Subordinated Note comes within the definition of Notes are characterized as “restricted securities” under Rule 144 of the Securities Act and is are being sold by the Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in in, respectively, Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any state securities laws, and accordingly, may be resold, pledged or otherwise 18 transferred only in compliance with the registration requirements of federal and state securities laws or if exemptions from the Securities Act and applicable state securities laws are available to Purchaserit. Purchaser further understands and acknowledges that Company will not be obligated in the future to register the Subordinated Notes under the Securities Act, the Exchange Act or any state securities laws. Purchaser It is not subscribing for the Subordinated Note Notes as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. Purchaser It further acknowledges and agrees that all certificates or other instruments representing the Subordinated Note Notes will bear the restrictive legend set forth in the form of Subordinated Note. Purchaser It further acknowledges Purchaser’s its primary responsibilities under the Securities Act and, accordingly, will not sell or otherwise transfer the Subordinated Note Notes or any interest therein without complying with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the requirements set forth in this Agreement. Neither the Placement Agent nor the Company nor its Financial Advisor have or has made or are or is making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated NoteNotes, or that the Subordinated Note Notes purchased by Purchaser it will ever be able to be lawfully resold, pledged or otherwise transferred.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (MainStreet Bancshares, Inc.)
Private Placement; No Registration; Restricted Legends. Purchaser understands and acknowledges that the Subordinated Note comes within the definition of “restricted securities” under Rule 144 of the Securities Act and is Notes are being sold by the Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in in, respectively, Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only in compliance with the registration requirements of federal and state securities laws or if exemptions from the Securities Act and applicable state securities laws are available to Purchaser. Purchaser further understands and acknowledges that Company will not be obligated in the future to register the Subordinated Notes under the Securities Act, the Exchange Act or any state securities lawsit. Purchaser is not subscribing for the Subordinated Note Notes as a result of or subsequent to any general solicitation or general advertising, in each case within the meaning of Rule 502(c) of Regulation D, including any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. Purchaser further acknowledges and agrees that all certificates or other instruments representing the Subordinated Note Notes will bear the restrictive legend set forth in the form of Subordinated Note, which is attached as an exhibit to the Indenture. Purchaser further acknowledges Purchaser’s its primary responsibilities under the Securities Act and, accordingly, will not sell or otherwise transfer the Subordinated Note Notes or any interest therein without complying with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the 102885425.2 requirements set forth in this Agreement. Neither the Placement Agent nor the Company nor its Financial Advisor have or has made or are or is making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated NoteNotes, or that the Subordinated Note Notes purchased by Purchaser it will ever be able to be lawfully resold, pledged or otherwise transferred.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (Triumph Bancorp, Inc.)
Private Placement; No Registration; Restricted Legends. The Purchaser understands and acknowledges that the Subordinated Note comes within the definition of “restricted securities” under Rule 144 of the Securities Act and is Notes are being sold by Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in in, respectively, Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only in compliance with the registration requirements of federal and state securities laws or if exemptions from the Securities Act and applicable state securities laws are available to Purchaserit. Purchaser further understands and acknowledges that Company will not be obligated in the future to register the Subordinated Notes under the Securities Act, the Exchange Act or any state securities laws. Purchaser It is not subscribing for the Subordinated Note Notes as a result of or subsequent to any general solicitation or general advertising, in each case within the meaning of Rule 502(c) of Regulation D, including any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. The Purchaser further acknowledges and agrees that all certificates or other instruments representing the Subordinated Note Notes will bear the restrictive legend set forth in the form of Subordinated Note, which is attached as an exhibit to the Indenture. The Purchaser further acknowledges Purchaser’s his, her or its primary responsibilities under the Securities Act and, accordingly, will not sell or otherwise transfer the Subordinated Note Notes or any interest therein without complying with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the requirements set forth in this Agreement. Neither the Placement Agent nor the Company nor its Financial Advisor have or has made or are or is making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated NoteNotes, or that the Subordinated Note Notes purchased by Purchaser it will ever be able to be lawfully resold, pledged or otherwise transferred.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (Eagle Bancorp Montana, Inc.)
Private Placement; No Registration; Restricted Legends. Purchaser It understands and acknowledges that the Subordinated Note comes within the definition of “restricted securities” under Rule 144 of the Securities Act and is Notes are being sold by Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in in, respectively, Rule 506(b) of Regulation D under Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only in compliance with the registration requirements of federal and state securities laws or if exemptions from the Securities Act and applicable state securities laws are available to Purchaserit. Purchaser further understands and acknowledges that Company will not be obligated in the future to register the Subordinated Notes under the Securities Act, the Exchange Act or any state securities laws. Purchaser It is not subscribing for the Subordinated Note Notes as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. Purchaser It further understands and acknowledges and agrees that all certificates or other instruments representing Company will not be obligated in the future to register the Subordinated Note will bear the restrictive legend set forth in the form of Subordinated Note. Purchaser further acknowledges Purchaser’s primary responsibilities Notes under the Securities Act and, accordingly, will not sell or otherwise transfer the Subordinated Note or any interest therein without complying with the requirements of the Securities Exchange Act and the rules and regulations promulgated thereunder and the requirements set forth in this Agreementof 1934, as amended, or under any state securities laws. Neither the Placement Agent nor Company nor its Financial Advisor have or has made or are or is making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated Note, Notes. It further acknowledges and agrees that all certificates or that other instruments representing the Subordinated Note purchased by Purchaser Notes will ever be able to be lawfully resoldbear the restrictive legend set forth in the form of Subordinated Note. It further acknowledges its primary responsibilities under the Securities Act and, pledged accordingly, will not sell or otherwise transferredtransfer the Subordinated Notes or any interest therein without complying with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the requirements set forth in this Agreement.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (Sterling Bancorp, Inc.)
Private Placement; No Registration; Restricted Legends. Purchaser understands and acknowledges that the Subordinated Note comes within the definition of “restricted securities” under Rule 144 of the Securities Act and is Notes are being sold by the Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in in, respectively, Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only in compliance with the registration requirements of federal and state securities laws or if exemptions from the Securities Act and applicable state securities laws are available to Purchaser. Purchaser further understands and acknowledges that Company will not be obligated in the future to register the Subordinated Notes under the Securities Act, the Exchange Act or any state securities laws. Purchaser is not subscribing for the Subordinated Note Notes as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. Purchaser further acknowledges and agrees that all certificates or other instruments representing the Subordinated Note Notes will bear the restrictive legend set forth in the form of Subordinated Note. Purchaser further acknowledges Purchaser’s primary responsibilities under the Securities Act and, accordingly, will not sell or otherwise transfer the Subordinated Note Notes or any interest therein without complying with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the requirements set forth in this Agreement. Neither the Company nor its Financial Advisor have or the Placement Agent has made or are or is making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated NoteNotes, or that the Subordinated Note Notes purchased by each Purchaser will ever be able to be lawfully resold, pledged or otherwise transferred.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (Summit Financial Group Inc)
Private Placement; No Registration; Restricted Legends. Purchaser understands and acknowledges that the Subordinated Note comes within the definition of “restricted securities” under Rule 144 of the Securities Act and is Notes are being sold by the Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in in, respectively, Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only in compliance with the registration requirements of federal and state securities laws or if exemptions from the Securities Act and applicable state securities laws are available to Purchaser. Purchaser further understands and acknowledges that Company will not be obligated in the future to register the Subordinated Notes under the Securities Act, the Exchange Act or any state securities lawsit. Purchaser is not subscribing for the Subordinated Note Notes as a result of or subsequent to any general solicitation or general advertising, in each case within the meaning of Rule 502(c) of Regulation D, including any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. Purchaser further acknowledges and agrees that all certificates or other instruments representing the Subordinated Note Notes will bear the restrictive legend set forth in the form of Subordinated Note, which is attached as an exhibit to the Indenture. Purchaser further acknowledges Purchaser’s its primary responsibilities under the Securities Act and, accordingly, will not sell or otherwise transfer the Subordinated Note Notes or any interest therein without complying with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the requirements set forth in this Agreement. Neither the Placement Agent nor the Company nor its Financial Advisor have or has made or are or is making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated NoteNotes, or that the Subordinated Note Notes purchased by Purchaser it will ever be able to be lawfully resold, pledged or otherwise transferred.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (Third Coast Bancshares, Inc.)
Private Placement; No Registration; Restricted Legends. The Purchaser understands and acknowledges that the Subordinated Note comes within the definition of Notes are “restricted securities” under Rule 144 of the Securities Act and is are being sold by the Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in in, respectively, Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any applicable state securities laws, and accordingly, may be resold, pledged or otherwise transferred only in compliance with the registration requirements of federal and state securities laws or if exemptions from the Securities Act and applicable state securities laws are available to Purchaserit. Purchaser further understands and acknowledges that Company will not be obligated Further, while any Subordinated Notes remain in the future restricted holding period pursuant to register the Subordinated Notes Rule 144 under the Securities Act, the Exchange Act or Purchaser understands and acknowledges that any state securities lawsresale of such Subordinated Notes will be limited to a QIB under Rule 144A under the Securities Act. The Purchaser is not subscribing for the Subordinated Note Notes as a result of or subsequent to any general solicitation or general advertising, in each case within the meaning of Rule 502(c) of Regulation D, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. The Purchaser has not been solicited with respect to investment in the Subordinated Notes except in the jurisdiction of its address appearing on the Purchaser’s signature page to this Agreement. The Purchaser further acknowledges and agrees that all certificates or other instruments representing the Subordinated Note Notes will bear the restrictive legend set forth in the form of Subordinated Note. The Purchaser further acknowledges Purchaser’s its primary responsibilities under the Securities Act and, accordingly, will not sell or otherwise transfer the Subordinated Note Notes or any interest therein without complying with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the requirements set forth in this Agreement. Neither the Placement Agent nor the Company nor its Financial Advisor have or has made or are or is making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated NoteNotes, or that the Subordinated Note Notes purchased by the Purchaser will ever be able to be lawfully resold, pledged or otherwise transferred.. 6.12
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (Professional Holding Corp.)
Private Placement; No Registration; Restricted Legends. The Purchaser understands and acknowledges that the Subordinated Note comes within the definition of “restricted securities” under Rule 144 of the Securities Act and is Notes are being sold by the Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in in, respectively, Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any applicable state securities laws, and accordingly, may be resold, pledged or otherwise transferred only in compliance with the registration requirements of federal and state securities laws or if exemptions from the Securities Act and applicable state securities laws are available to Purchaserit. Purchaser further understands and acknowledges that Company will not be obligated Further, while any Subordinated Notes remain in the future restricted holding period pursuant to register the Subordinated Notes Rule 144 under the Securities Act, the Exchange Act or Purchaser understands and acknowledges that any state securities lawsresale of such Subordinated Notes will be limited to a QIB under Rule 144A under the Securities Act. The Purchaser is not subscribing for the Subordinated Note Notes as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. The Purchaser further acknowledges and agrees that all has not been solicited with respect to investment in the Subordinated Notes except in the jurisdiction of its address appearing on the Purchaser’s signature page to this Agreement. All certificates or other instruments representing the Subordinated Note Notes will bear the restrictive legend set forth in the form of Subordinated Note. The Purchaser further acknowledges Purchaser’s its primary responsibilities under the Securities Act and, accordingly, will not sell or otherwise transfer the Subordinated Note Notes or any interest therein without complying with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the requirements set forth in this Agreement. Neither the Company nor its Financial Advisor have or the Placement Agent has made or are or is making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated NoteNotes, or that the Subordinated Note Notes purchased by each Purchaser will ever be able to be lawfully resold, pledged or otherwise transferred.
Appears in 1 contract
Private Placement; No Registration; Restricted Legends. The Purchaser understands and acknowledges that the Subordinated Note comes within the definition of is “restricted securities” under Rule 144 of the Securities Act and is being sold by the Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in in, respectively, Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any applicable state securities laws, and accordingly, may be resold, pledged or otherwise transferred only in compliance with the registration requirements of federal and state securities laws or if exemptions from the Securities Act and applicable state securities laws are available to Purchaserit. Purchaser further understands and acknowledges that Company will not be obligated Further, while any Subordinated Note remain in the future restricted holding period pursuant to register the Subordinated Notes Rule 144 under the Securities Act, the Exchange Act or Purchaser understands and acknowledges that any state securities lawsresale of such Subordinated Note will be limited to a QIB under Rule 144A under the Securities Act. The Purchaser is not subscribing for the Subordinated Note as a result of or subsequent to any general solicitation or general advertising, in each case within the meaning of Rule 502(c) of Regulation D, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. The Purchaser has not been solicited with respect to investment in the Subordinated Note except in the jurisdiction of its address appearing on the Purchaser’s signature page to this Agreement. The Purchaser further acknowledges and agrees that all certificates or other instruments representing the Subordinated Note will bear the restrictive legend set forth in the form of Subordinated Note. The Purchaser further acknowledges Purchaser’s its primary responsibilities under the Securities Act and, accordingly, will not sell or otherwise transfer the Subordinated Note or any interest therein without complying with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the requirements set forth in this Agreement. Neither the Placement Agent nor the Company nor its Financial Advisor have or has made or are or is making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the Securities Act or any applicable state securities laws for the resale, pledge or other transfer of the Subordinated Note, or that the Subordinated Note purchased by the Purchaser will ever be able to be lawfully resold, pledged or otherwise transferred.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (Guaranty Bancshares Inc /Tx/)