Common use of Resale Restrictions Clause in Contracts

Resale Restrictions. 8.1 The Subscriber acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have been registered under the 1933 Act or the securities laws of any state of the United States. None of the Securities may be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

Appears in 45 contracts

Samples: Private Placement Subscription Agreement (Wolverine Resources Corp.), Private Placement Subscription Agreement (Wolverine Resources Corp.), Private Placement Subscription Agreement (Wolverine Resources Corp.)

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Resale Restrictions. 8.1 The Subscriber acknowledges that any resale of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have been registered under the 1933 Act or the securities laws of any state of the United States. None of the Securities Shares may be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

Appears in 17 contracts

Samples: Private Placement Subscription Agreement (Wave Sync Corp.), Subscription Agreement (Wave Sync Corp.), Subscription Agreement (Hudson Capital Inc.)

Resale Restrictions. 8.1 9.1 The Subscriber acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have been registered under the 1933 Act or the securities laws of any state of the United States. None of the Securities may be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

Appears in 7 contracts

Samples: Subscription Agreement, Private Placement Subscription Agreement (Horiyoshi Worldwide Inc.), Share Exchange Agreement (Velvet Rope Special Events, Inc.)

Resale Restrictions. 8.1 The Subscriber acknowledges that any resale of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have not been registered under the 1933 Act or the securities laws of any state of the United States. None of the Securities The Shares may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

Appears in 5 contracts

Samples: Private Placement Subscription Agreement (Technology Publishing, Inc.), Private Placement Subscription Agreement (Megawest Energy Corp.), Private Placement Subscription Agreement (Technology Publishing, Inc.)

Resale Restrictions. 8.1 9.1 The Subscriber acknowledges that any resale of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have been registered under the 1933 Act or the securities laws of any state of the United States. None of the Securities Shares may be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available.

Appears in 5 contracts

Samples: Subscription Agreement (Epic Stores Corp.), Subscription Agreement (Epic Stores Corp.), Loan Conversion Agreement (Counterpath Solutions, Inc.)

Resale Restrictions. 8.1 9.1 The Subscriber acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transfereetransferee as set forth in paragraph 6 of this Subscription Agreement. The Subscriber acknowledges that none of the Securities have been registered under the 1933 Act or the securities laws of any state of the United States. None of the Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

Appears in 4 contracts

Samples: Private Placement Subscription Agreement (Nascent Biotech Inc.), Private Placement Subscription Agreement (Mantra Venture Group Ltd.), Private Placement Subscription Agreement (Mantra Venture Group Ltd.)

Resale Restrictions. 8.1 8.1. The Subscriber acknowledges that any resale of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have been registered under the 1933 Securities Act or the securities laws of any state of the United States. None of the Securities Shares may be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available.

Appears in 3 contracts

Samples: Debt Conversion Agreement (Luckycom Inc), Debt Conversion Agreement (Cross Click Media Inc.), Debt Conversion Agreement (Cross Click Media Inc.)

Resale Restrictions. 8.1 The Subscriber acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have not been registered under the 1933 Act or of the securities laws of any state of the United StatesStates and that the Company has no obligation to register same under the 1933 Act, or the securities laws of any such state. None of the The Securities may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

Appears in 3 contracts

Samples: Private Placement Subscription Agreement (Pluristem Life Systems Inc), Private Placement Subscription Agreement (True Religion Apparel Inc), Private Placement Subscription Agreement (True Religion Apparel Inc)

Resale Restrictions. 8.1 The Subscriber acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have been registered under the 1933 Act or of the securities laws of any state of the United States. None of the Securities may be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available.

Appears in 2 contracts

Samples: Private Placement Subscription Agreement (Counterpath Solutions, Inc.), Private Placement Subscription Agreement (Counterpath Solutions, Inc.)

Resale Restrictions. 8.1 (a) The Subscriber acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transfereetransferee as set forth in paragraph 6 of this Subscription Agreement. The Subscriber acknowledges that none of the Securities have been registered under the 1933 Act or the securities laws of any state of the United States. None of the Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

Appears in 2 contracts

Samples: Intellectual Property Purchase and Sale Agreement (Biologix Hair Inc.), Intellectual Property Purchase and Sale Agreement (Biologix Hair Inc.)

Resale Restrictions. 8.1 8.1. The Subscriber acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have been registered under the 1933 Act or the securities laws of any state of the United States. None of the Securities may be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

Appears in 2 contracts

Samples: Private Placement Subscription Agreement (Ophion Management Ltd.), Private Placement Subscription Agreement (Northridge Ventures Inc.)

Resale Restrictions. 8.1 8.1. The Subscriber acknowledges that any resale of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have been registered under the 1933 Act or the securities laws of any state of the United States. None of the Securities Shares may be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available.

Appears in 2 contracts

Samples: Debt Conversion Agreement (Wishart Enterprises LTD), Debt Conversion Agreement (Wishart Enterprises LTD)

Resale Restrictions. 8.1 9.1 The Subscriber acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have not been registered under the 1933 Act or the securities laws of any state of the United States. None of the The Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

Appears in 2 contracts

Samples: Private Placement Subscription Agreement (Southern Star Energy Inc.), Private Placement Subscription Agreement (Southern Star Energy Inc.)

Resale Restrictions. 8.1 9.1 The Subscriber acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have been registered under the 1933 Act or of the securities laws of any state of the United States. None of the Securities may be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available.

Appears in 2 contracts

Samples: Private Placement Subscription Agreement (Counterpath Solutions, Inc.), Private Placement Subscription Agreement (Counterpath Solutions, Inc.)

Resale Restrictions. 8.1 9.1 The Subscriber acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have been registered under the 1933 Act or the securities laws of any state of the United States. None of the Securities may be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available.

Appears in 2 contracts

Samples: Debt Conversion Option Agreement (Online Disruptive Technologies, Inc.), Debt Conversion Agreement (Online Disruptive Technologies, Inc.)

Resale Restrictions. 8.1 (a) The Subscriber acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transfereetransferee as set forth in paragraph 7 of this Subscription Agreement. The Subscriber acknowledges that none of the Securities have been registered under the 1933 Act or the securities laws of any state of the United States. None of the Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Monumental Marketing Inc)

Resale Restrictions. 8.1 10.1 The Subscriber acknowledges that any resale of any of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have been registered under the 1933 Act or the securities laws of any state of the United States. None of the The Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Ya Zhu Silk, Inc.)

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Resale Restrictions. 8.1 The Subscriber acknowledges that any resale of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have been registered under the 1933 Securities Act or the securities laws of any state of the United States. None of the Securities Shares may be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Takung Art Co., Ltd.)

Resale Restrictions. 8.1 The Subscriber acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have not yet been registered under the 1933 Act or of the securities laws of any state of the United States. None of the The Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (L a M Y)

Resale Restrictions. 8.1 10.1 The Subscriber acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have been registered under the 1933 Act or the securities laws of any state of the United States. None of the Securities may be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Dundee Agricultural Corp)

Resale Restrictions. 8.1 9.1 The Subscriber acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have been registered under the 1933 Act or the securities laws of any state of the United States. None of the Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Enertopia Corp.)

Resale Restrictions. 8.1 11.1 The Subscriber acknowledges that any resale of any of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have been registered under the 1933 Act or the securities laws of any state of the United States. None of the The Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Sweetwater Resources, Inc.)

Resale Restrictions. 8.1 15.1 The Subscriber acknowledges that any resale of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have been registered under the 1933 Act or the securities laws of any state of the United States. None of the Securities Shares may be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Counterpath Corp)

Resale Restrictions. 8.1 The Subscriber acknowledges that any resale of any of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have been registered under the 1933 Act or the securities laws of any state of the United States. None of the The Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Blue Sphere Corp.)

Resale Restrictions. 8.1 9.1 The Subscriber acknowledges that any resale of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have been registered under the 1933 Act or the securities laws of any state of the United States. None of the Securities Shares may be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Empire Global Corp.)

Resale Restrictions. 8.1 The Subscriber acknowledges that any resale of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have been registered under the 1933 Act or the securities laws of any state of the United States. None of the Securities Shares may be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Pluris Energy Group Inc)

Resale Restrictions. 8.1 10.1 The Subscriber acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have been registered under the 1933 Act or the securities laws of any state of the United States. None of the Securities may be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available.

Appears in 1 contract

Samples: Form of Canadian Shares for Debt Agreement

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