Resale restrictions and legending of Share certificates. The Optionors hereby acknowledge and agree that the Optionee does not make any representations as to any resale or other restriction affecting the Shares and that it is presently contemplated that the Shares will be issued by the Optionee to the Optionors from treasury in reliance upon the registration and prospectus exemptions contained in certain sections of the United States Securities Act of 1933 (the “Securities Act”) which will impose a trading restriction in the United States on the Shares for a period of at least 6 months from the Closing Date. In addition, the Optionors hereby also acknowledge and agree that the within obligation of the Optionee to issue the Shares pursuant to section “2.2” hereinabove will be subject to the Optionee being satisfied that an exemption from applicable registration and prospectus requirements is available under the Securities Act and all applicable securities laws in respect of each of the Optionors and the Shares, and that the Optionee shall be relieved of any obligation whatsoever to purchase the Assets and to issue Option Shares in respect of the Optionor where the Optionee reasonably determines that a suitable exemption is not available to it. The Optionors hereby also acknowledge and understand that the Shares which the Optionors are acquiring have not been registered under the Securities Act or any state securities laws, and, furthermore, that the Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Optionors also acknowledge and understand that the certificates representing the Shares will be stamped with the following legend (or substantially equivalent language) restricting transfer in the following manner if such restriction is required by the Regulatory Authorities: “The transfer of the securities represented by this certificate is prohibited except in accordance with the provisions of Regulation S promulgated under the United States Securities Act of 1933, as amended (the “Act”), pursuant to registration under the Act or pursuant to an available exemption from registration. In addition, hedging transactions involving such securities may not be conducted unless in compliance with the Act.”. or “The securities represented by this certificate have not been registered under the United States Securities Act of 1933, as amended, or the laws of any state, and have been issued pursuant to an exemption from registration pe...
Resale restrictions and legending of Share certificates. The Optionor hereby acknowledges and agrees that the Optionee makes no representations as to any resale or other restriction affecting the Option Shares and that it is presently contemplated that the Option Shares will be issued by the Optionee to the Optionor in reliance upon the registration and prospectus exemptions contained in certain sections of the United States Securities Act of 1933 (the "Securities Act") which will impose a trading restriction in the United States on the Shares for a period of at least 12 months from the Closing Date (as hereinafter determined). In addition, the Optionor hereby also acknowledges and agrees that the within obligation of the Optionee to issue the Option Shares pursuant to section "2.2" hereinabove will be subject to the Optionee being satisfied that an exemption from applicable registration and prospectus requirements is available under the Securities Act and all applicable securities laws, in respect of each of the Optionor and the Option Shares, and that the Optione shall be relieved of any obligation whatsoever to purchase the Assets and to issue Option Shares in respect of the Optionor where the Optionee reasonably determines that a suitable exemption is not available to it.
Resale restrictions and legending of Share certificates. 3.1 The Vendor acknowledges that the Purchaser has entered into a share exchange agreement with Left Bank whereby the Consideration Shares will be exchanged on a 1- for-1 basis for common shares of Left Bank. Left Bank intends to submit an application to list its common shares on the Exchange. The Consideration Shares will be subject to stock restrictions on the terms set out in a stock restriction agreement, which the Vendor will ensure is executed and delivered to the Purchaser concurrently with the Closing and which will contain the following vesting schedule: Vesting Date Proportion of Vested Shares On the date on which Left Bank’s common shares are listed on the Exchange (the “Listing Date”) 1% of the Consideration Shares 6 months after the Listing Date 15% of the Consideration Shares 12 months after the Listing Date 15% of the Consideration Shares 18 months after the Listing Date 15% of the Consideration Shares 24 months after the Listing Date 15% of the Consideration Shares 30 months after the Listing Date 15% of the Consideration Shares 36 months after the Listing Date The remainder of the Consideration Shares
Resale restrictions and legending of Share certificates. The Shareholder acknowledges that the certificates representing the Initial Consideration Shares and the Milestone Shares will be stamped with the following legend (or substantially equivalent language) restricting transfer: “Unless permitted under securities legislation, the holder of this security must not trade the security before the day that is four months and a day after [insert the date of issuance].”
Resale restrictions and legending of Share certificates. Gareste hereby acknowledges and agrees that Purchaser makes no representations as to any resale or other restriction affecting the Shares and that it is presently contemplated that the Shares will be transferred to Gareste in reliance upon the registration and prospectus exemptions contained in certain sections of the United States Securities Act of 1933 (the “Securities Act”) which will impose a trading restriction in the United States on the Shares for a period of at least 6 months from the Closing Date (or one year if Gareste is considered an affiliates of Pacific Copper). In addition, Gareste hereby also acknowledges and agrees that the obligation to transfer the Shares pursuant to section 2.2 above will be subject to the Purchaser being satisfied that an exemption from applicable registration and prospectus requirements is available under the Securities Act and all applicable securities laws in respect of each of the Shares. Gareste hereby also acknowledges and understands that the Shares which Gareste is acquiring have not been registered under the Securities Act or any state securities laws, and, furthermore, that the Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. Gareste also acknowledges and understands that the certificates representing the Shares will be stamped with the following legend (or substantially equivalent language) restricting transfer in the following manner if such restriction is required by the Regulatory Authorities: — Mineral Property Acquisition Agreement —
Resale restrictions and legending of Share certificates. 5.1 The Purchase Shares will be released to the Licensor according to the terms of the share restrictions set out in Section 5.2 below.
