Common use of Resale Restrictions Clause in Contracts

Resale Restrictions. 9.1 The Subscriber acknowledges that any resale of the Shares will be subject to resale restrictions contained in the securities legislation applicable to each Subscriber or proposed transferee. The Subscriber acknowledges that the Shares have not been registered under the 1933 Act of the securities laws of any state of the United States and that the Company does not intend to register same under the 1933 Act, or the securities laws of any such state and has no obligation to do so. The Shares 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 24 contracts

Samples: Private Placement Subscription Agreement (Surge Enterprises, Inc.), Private Placement Subscription Agreement (Glass Wave Enterprises, Inc.), Private Placement Subscription Agreement (Here Enterprises, Inc.)

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Resale Restrictions. 9.1 8.1 The Subscriber acknowledges that any resale of the Shares will be subject to resale restrictions contained in the securities legislation applicable to each Subscriber or proposed transferee. The Subscriber acknowledges that the Shares have not been registered under the 1933 Act of the securities laws of any state of the United States and that the Company does not intend to register same under the 1933 Act, or the securities laws of any such state and has no obligation to do so. The Shares 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 16 contracts

Samples: Private Placement Subscription Agreement (Neoview Holdings Inc.), Private Placement Subscription Agreement (Sotech Inc.), Private Placement Subscription Agreement (Genemen Inc.)

Resale Restrictions. 9.1 The Subscriber acknowledges that any resale of the Shares will be subject to resale restrictions contained in the securities legislation applicable to each Subscriber or proposed transferee. The Subscriber acknowledges that the Shares have not been registered under the 1933 Act of the securities laws of any state of the United States and that the Company does not intend to register same under the 1933 Act, or the securities laws of any such state and has no obligation to do so. The Shares 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 11 contracts

Samples: Private Placement Subscription Agreement (Tombstone Exploration Corp), Private Placement Subscription Agreement (Willow Creek Enterprises Inc.), Private Placement Subscription Agreement (Willow Creek Enterprises Inc.)

Resale Restrictions. 9.1 8.1 The Subscriber acknowledges that any resale of the Shares Securities will be subject to resale restrictions contained in the securities legislation applicable to each Subscriber or proposed transferee. The Subscriber acknowledges that the Shares Securities have not been registered under the 1933 Act of the securities laws of any state of the United States and that the Company does not intend to register same under the 1933 Act, or the securities laws of any such state and has no obligation to do so. The Shares 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 and provincial securities laws or exemptions from such registration requirements are available.

Appears in 10 contracts

Samples: Private Placement Subscription Agreement (Digital Youth Network Corp.), Private Placement Subscription Agreement (Digital Youth Network Corp.), Private Placement Subscription Agreement (Digital Youth Network Corp.)

Resale Restrictions. 9.1 8.1 The Subscriber acknowledges that any resale of the Shares will be subject to resale restrictions contained in the securities legislation applicable to each Subscriber or proposed transferee. The Subscriber acknowledges that the Shares have not been registered under the 1933 Act of the securities laws of any state of the United States and that the Company does not intend to register same under the 1933 Act, or the securities laws of any such state and has no obligation to do so. The Shares may not 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: Collaboration Agreement (Clean Power Technologies Inc.), Private Placement Subscription Agreement (Force Energy Corp.), Private Placement Subscription Agreement (Pantera Petroleum Inc.)

Resale Restrictions. 9.1 10.1 The Subscriber acknowledges that any resale of the Shares will be subject to resale restrictions contained in the securities legislation applicable to each Subscriber or proposed transferee. The Subscriber acknowledges that the Shares have not been registered under the 1933 Act of the securities laws of any state of the United States and that the Company does not intend to register same under the 1933 Act, or the securities laws of any such state and has no obligation to do so. The Shares 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 (Vantech Plastics CORP), Private Placement Subscription Agreement (Mainland Resources Inc.), Private Placement Subscription Agreement (Vantech Plastics CORP)

Resale Restrictions. 9.1 8.1 The Subscriber acknowledges that any resale of the Shares will be subject to resale restrictions contained in the securities legislation applicable to each Subscriber or proposed transferee. The Subscriber acknowledges that the Shares have not been registered under the 1933 Act of the securities laws of any state of the United States and that the Company does not intend to register same under the 1933 Act, or the securities laws of any such state and has no obligation to do so. The Shares 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 2 contracts

Samples: Private Placement Subscription Agreement (Fundstech Corp), Private Placement Subscription Agreement (Auto Photo Technologies Inc)

Resale Restrictions. 9.1 7.1 The Subscriber acknowledges that any resale of the Shares will be subject to resale restrictions contained in the securities legislation applicable to each Subscriber or proposed transferee. The Subscriber acknowledges that the Shares have not been registered under the 1933 Act of the securities laws of any state of the United States and that the Company does not intend to register same under the 1933 Act, or the securities laws of any such state and has no obligation to do so. The Shares 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 2 contracts

Samples: Private Placement Subscription Agreement (Fundstech Corp), Private Placement Subscription Agreement (Fundstech Corp)

Resale Restrictions. 9.1 The Subscriber acknowledges that any resale of the Shares Securities will be subject to resale restrictions contained in the securities legislation applicable to each Subscriber or proposed transferee. The Subscriber acknowledges that the Shares Securities have not been registered under the 1933 Act of the securities laws of any state of the United States and that the Company does not intend to register same under the 1933 Act, or the securities laws of any such state and has no obligation to do so. The Shares 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 and provincial securities laws or exemptions from such registration requirements are available.

Appears in 2 contracts

Samples: Private Placement Subscription Agreement (Colorado Goldfields Inc.), Private Placement Subscription Agreement (Colorado Goldfields Inc.)

Resale Restrictions. 9.1 8.1 The Subscriber acknowledges that any resale of the Shares Securities will be subject to resale restrictions contained in the securities legislation applicable to each Subscriber or proposed transferee. The Subscriber acknowledges that the Shares Securities have not been registered under the 1933 Act of the securities laws of any state of the United States and that the Company does not intend to register same under the 1933 Act, or the securities laws of any such state and has no obligation to do so. The Shares 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 2 contracts

Samples: Private Placement Subscription Agreement, Private Placement Subscription Agreement (Soefl Inc.)

Resale Restrictions. 9.1 The Subscriber acknowledges that any resale of the Shares will be subject to resale restrictions contained in In the securities legislation applicable to each Subscriber or proposed transferee. The Subscriber acknowledges that the Shares have not been registered under the 1933 Act of the securities laws of any state of the United States and that the Company does not intend to register same under the 1933 Act, or the securities laws of of' any such state and has no obligation to do so. The Shares 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 Securities laws or exemptions from such registration requirements are available.

Appears in 2 contracts

Samples: Private Placement Subscription Agreement (Glass Wave Enterprises, Inc.), Private Placement Subscription Agreement (Glass Wave Enterprises, Inc.)

Resale Restrictions. 9.1 10.1 The Subscriber acknowledges that any resale of the Shares will be subject to resale restrictions contained in the securities legislation applicable to each Subscriber or proposed transferee. The Subscriber acknowledges that the Shares have not been registered under the 1933 Act of the securities laws of any state of the United States and that the Company does not intend to register same under the 1933 Act, or the securities laws of any such state and has no obligation to do so. The Shares 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 2 contracts

Samples: Subscription Agreement (Cyber Informatix, Inc.), Private Placement Subscription Agreement (Allstar Restaurants)

Resale Restrictions. 9.1 8.1 The Subscriber acknowledges that any resale of the Shares Securities will be subject to resale restrictions contained in the securities legislation applicable to each Subscriber or proposed transferee. The Subscriber acknowledges that the Shares Securities have not been registered under the 1933 Securities Act of the securities laws of any state of the United Unit- ed States and that the Company does not intend to register same under the 1933 Securities Act, or the securities laws of any such state and has no obligation to do so. The Shares Secu- rities 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 2 contracts

Samples: Subscription Agreement, Subscription Agreement

Resale Restrictions. 9.1 The Subscriber acknowledges that any resale of the Shares will be subject to resale restrictions contained in the securities legislation applicable to each Subscriber or proposed transferee. The Subscriber acknowledges that the Shares have not been registered under the 1933 Act of the securities laws of any state of the United States and that the Company does not intend to register same under the 1933 Act, or the securities laws of any such state and has no obligation to do so. The Shares 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 2 contracts

Samples: Private Placement Subscription Agreement (Neoview Holdings Inc.), Private Placement Subscription Agreement (Comtrix, Inc.)

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Resale Restrictions. 9.1 (a) The Subscriber acknowledges that any resale of the Shares Units will be subject to resale restrictions contained in the securities legislation applicable to each Subscriber or proposed transferee. The Subscriber acknowledges that the Shares Units have not been registered under the 1933 Act of the securities laws of any state of the United States and that the Company does not intend to register same under the 1933 Act, or the securities laws of any such state and has no obligation to do so. The Shares Units 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 1 contract

Samples: Private Placement Subscription Agreement (Jake's Trucking International, Inc.)

Resale Restrictions. 9.1 The 1The Subscriber acknowledges that any resale of the Shares will be subject to resale restrictions contained in the securities legislation applicable to each Subscriber or proposed transferee. The Subscriber acknowledges that the Shares have not been registered under the 1933 Act of the securities laws of any state of the United States and that the Company does not intend to register same under the 1933 Act, or the securities laws of any such state and has no obligation to do so. The Shares 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 1 contract

Samples: Private Placement Subscription Agreement

Resale Restrictions. 9.1 The Subscriber acknowledges that any resale of the Shares will be subject to resale restrictions contained in the securities legislation applicable to each Subscriber or proposed transferee. The Subscriber acknowledges that the Shares have not been registered under the 1933 Act of the securities laws of any state of the United States and that States; however, the Company does not intend to register same under the 1933 Act, or Shares per the securities laws of any such state and has no obligation to do soterms set forth in that certain Registration Rights Agreement executed concurrently herewith. The Shares 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 1 contract

Samples: Private Placement Subscription Agreement (Ethos Environmental, Inc.)

Resale Restrictions. 9.1 The Subscriber acknowledges that any resale of the Shares Securities will be subject to resale restrictions contained in the securities legislation applicable to each Subscriber or proposed transferee. The Subscriber acknowledges that the Shares Securities have not been registered under the 1933 Act of the securities laws of any state of the United States and that the Company does not intend to register same under the 1933 Act, or the securities laws of any such state and has no obligation to do so. The Shares 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 1 contract

Samples: Private Placement Subscription Agreement (Urex Energy Corp.)

Resale Restrictions. 9.1 The Subscriber acknowledges that any resale of the Shares will be subject to resale restrictions contained in the securities legislation applicable to each Subscriber or proposed transferee. The Subscriber acknowledges that the Shares have not been registered under the 1933 Act of the securities laws of any state of the United States and that the Company does not intend to register same under the 1933 Act, or the securities laws of any such state and has no obligation to do so. The Shares may not 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 (Storage Alliance Inc)

Resale Restrictions. 9.1 (1) The Subscriber acknowledges that any resale of the Shares will be subject to resale restrictions contained in the securities legislation applicable to each Subscriber or proposed transferee. The Subscriber acknowledges that the Shares have not been registered under the 1933 Act of the securities laws of any state of the United States and that the Company does not intend to register same under the 1933 Act, or the securities laws of any such state and has no obligation to do so. The Shares 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 1 contract

Samples: Private Placement Subscription Agreement (Algae Resource Holdings Inc.)

Resale Restrictions. 9.1 The Subscriber acknowledges that any resale of the Shares Securities will be subject to resale restrictions contained in the securities legislation applicable to each Subscriber or proposed transferee. The Subscriber acknowledges that the Shares Securities have not been registered under the 1933 Act of the securities laws of any state of the United States and that the Company does not intend has no obligation to register same under the 1933 Act, or the securities laws of any such state and has no obligation to do sostate, except as expressly set forth in this Agreement. The Shares 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 1 contract

Samples: Private Placement Subscription Agreement (True Religion Apparel Inc)

Resale Restrictions. 9.1 The Subscriber acknowledges that any resale of the Shares will be subject to resale restrictions contained in the securities legislation applicable to each Subscriber or proposed transferee. The Subscriber acknowledges that the Shares have not been registered under the 1933 Act of the securities laws of any state of the United States and that the Company does not intend to register same under the 1933 Act, or the securities laws of any such state and has no obligation to do so. The Shares may not 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 (Storage Alliance Inc)

Resale Restrictions. 9.1 The Subscriber acknowledges that any resale of the Shares Securities will be subject to resale restrictions contained in the securities legislation applicable to each Subscriber or proposed transferee. The Subscriber acknowledges that the Shares Securities have not been registered under the 1933 Act of the securities laws of any state of the United States and that the Company does not intend has no obligation to register same under the 1933 Act, or the securities laws of any such state and has no obligation to do sostate, except as expressly set forth in this Agreement. The Shares 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 1 contract

Samples: Private Placement Subscription Agreement (True Religion Apparel Inc)

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