Resale of the Securities. Such Seller understands that the Consideration Shares received pursuant to this Agreement may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of unless such transfer or other disposition has been registered under the Securities Act or, in the opinion of counsel reasonably satisfactory to TEXEN, is exempt from registration under the Securities Act, and has been registered or qualified or, in the opinion of such counsel, is exempt from registration or qualification under applicable state securities laws. Such Seller understands that TEXEN and PARTNERS are under no obligation to register or seek an exemption under the federal securities laws, state securities laws, or any foreign securities laws or to cause or permit such Consideration Shares to be transferred in the absence of any such registration or exemption.
Resale of the Securities. Each Initial Purchaser represents and warrants to, and agrees with the Company that:
Resale of the Securities. During the period of two years after the last date of original issuance of the Securities, the Company shall not, and shall not permit any of its Affiliates to, resell any of the Securities or the shares of Common Stock, if any, issued upon conversion of the Securities, that constitute "restricted securities" under Rule 144 under the Securities Act that have been reacquired by any of them.
Resale of the Securities. Each WRT Shareholder agrees not to transfer Spacial Common Stock received herein in violation of the Act or any applicable state securities laws and that it will not sell or otherwise dispose of any Spacial Common Stock unless such sale or other disposition has been registered under the Act or, in the opinion of counsel reasonably satisfactory to Spacial, is exempt from registration under the Act and has been registered or qualified or, in the opinion of such counsel, is exempt from registration or qualification under applicable state securities laws. Additionally, Spacial Common Stock received herein may not be sold, hypothecated or assigned without the written consent of Spacial. Such WRT Shareholder understands that the terms hereof may apply to the WRT Shareholders' heirs and assigns whether permitted or otherwise.
Resale of the Securities. Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Issuer and the Company that:
Resale of the Securities. The Initial Purchasers have advised the Company that they propose to offer the Securities for resale upon the terms and conditions set forth in this Agreement and in the Offering Memorandum. Each Initial Purchaser hereby represents and warrants (as to itself only) to, and agrees with, the Company that (i) it is purchasing the Securities for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is (a) a Qualified Institutional Buyer and is aware that the sale to it is being made in reliance on Rule 144A under the Act, (b) an institutional "accredited investor" within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Act (an "Accredited Investor"), or (c) a person other than a U.S. person (a "foreign purchaser"), which term shall include dealers or other professional fiduciaries in the U.S. acting on a discretionary basis for foreign beneficial owners in offshore transactions meeting the requirements of Rule 903 of Regulation S under the Act; (ii) it acknowledges that the Securities have not been registered under the Act and that none of the Securities may be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except as set forth below; (iii) it shall not resell or otherwise transfer any of such Securities prior to (a) the date which is two years (or such shorter period of time as permitted by Rule 144(k) under the Act or any successor provision thereunder) after the later of the date of original issuance of the Securities and (b) such later date, if any, as may be required by applicable laws except (A) to the Company or its Subsidiaries, (B) inside the United States to (1) an Accredited Investor that, prior to such transfer, furnishes to the Trustee a signed letter containing certain representations and agreements (the form of which letter can be obtained from the Trustee), (2) a Qualified Institutional Buyer or (3) Brooxx Xxxer Properties, Inc., (C) outside the United States to foreign purchasers in offshore transactions meeting the requirements of Rule 904 of Regulation S, (D) pursuant to the exemption from registration provided by Rule 144 under the Act (if available), (E) pursuant to an effective registration statement under the Act or (F) pursuant to another available exemption from the registration requirements of the Act; (iv) it agrees that it will give to each person to whom it transfers the Securities notice of ...
Resale of the Securities. (a) The Initial Purchasers have ------------------------ advised the Company and the Issuer that they propose to offer the Capital Securities for resale upon the terms and subject to the conditions set forth herein and in the Offering Memorandum. Each Initial Purchaser, severally and not jointly, represents and warrants to, and agrees with, the Company and the Issuer that (i) it is purchasing the Capital Securities pursuant to a private sale exempt from registration under the Securities Act, (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Capital Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act and (iii) it has solicited and will solicit offers for the Capital Securities only from, and has offered or sold and will offer, sell or deliver the Capital Securities, as part of its initial offering, only to (A) persons whom it reasonably believes to be qualified institutional buyers ("Qualified Institutional Buyers") as defined in Rule 144A under the Securities Act, or if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it that each such account is a Qualified Institutional Buyer to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A and in each case, in transactions in accordance with Rule 144A and (B) a limited number of other accredited investors ("Accredited Investors") as defined in Rule 501(a)(1), (2), (3) or (7) under Regulation D that are institutional investors in private sales exempt from registration under the Securities Act. Each Initial Purchaser, severally and not jointly, agrees that, prior to or simultaneously with the confirmation of sale by such Initial Purchaser to any purchaser of any of the Capital Securities purchased by such Initial Purchaser from the Issuer pursuant hereto, such Initial Purchaser shall furnish to that purchaser a copy of the Offering Memorandum (and any amendment or supplement thereto that the Company shall have furnished to such Initial Purchaser prior to the date of such confirmation of sale). In addition to the foregoing, each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the opinions to be del...
Resale of the Securities. Each Company Shareholder agrees not to transfer Parent Common Stock received herein in violation of the Securities Act or any applicable state securities laws and that it will not sell or otherwise dispose of any Parent Common Stock unless such sale or other disposition has been registered under the Securities Act or, in the opinion of counsel reasonably satisfactory to Parent, is exempt from registration under the Securities Act and has been registered or qualified or, in the opinion of such counsel, is exempt from registration or qualification under applicable state securities laws.
Resale of the Securities. Subject to the terms of this Agreement, the Securities may be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, HTI may require the Company, at its expense, to provide to HTI an opinion of counsel to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.
Resale of the Securities. (a) The Initial Purchasers have advised the Company that they propose to offer the Securities for resale upon the terms and conditions set forth in this Agreement and in the Offering Memorandum. Each Initial Purchaser hereby represents and warrants (as to itself only) to, and agrees with, the Company
