Resales Absent Effective Registration Statement Sample Clauses
The "Resales Absent Effective Registration Statement" clause defines the conditions under which securities holders may resell their securities if there is no effective registration statement in place. Typically, this clause outlines alternative methods for lawful resale, such as relying on exemptions from registration under applicable securities laws, and may specify the representations or procedures required from the seller to ensure compliance. Its core practical function is to provide a clear framework for secondary sales when a registration statement is not available, thereby reducing legal uncertainty and facilitating liquidity for holders.
Resales Absent Effective Registration Statement. Each of the Buyers understands and acknowledges that (i) the Transaction Documents may require the Company to issue and deliver the Conversion Shares to the Buyers with legends restricting their transferability under the Securities Act, and (ii) it is aware that resales of such Conversion Shares may not be made unless, at the time of resale, there is an effective registration statement under the Securities Act covering such ▇▇▇▇▇’s resale(s) or an applicable exemption from registration.
Resales Absent Effective Registration Statement. Each of the Buyers understands and acknowledges that (i) this Agreement and the agreements contemplated hereby may require the Company to issue and deliver the Common Stock, including the Common Stock underlying the Units and the PPO Warrants to the Buyers with legends restricting their transferability under the Securities Act, and (ii) it is aware that resales of such Common Stock, including the Common Stock underlying the Units and PPO Warrants may not be made unless, at the time of resale, there is an effective registration statement under the Securities Act covering such Buyer’s resale(s) or an applicable exemption from registration.
Resales Absent Effective Registration Statement. Each of the Buyers understands and acknowledges that (i) this Agreement and the agreements contemplated hereby may require the Company to issue and deliver Bridge Shares or Bridge Warrant Shares (and the Conversion Shares or Conversion Warrant Shares) to the Buyers with legends restricting their transferability under the Securities Act, and (ii) it is aware that resales of such Bridge Shares or Bridge Warrant Shares (or Conversion Shares or Conversion Warrant Shares) may not be made unless, at the time of resale, there is an effective registration statement under the Securities Act covering such Buyer’s resale(s) or an applicable exemption from registration.
Resales Absent Effective Registration Statement. Each of the Buyers understands and acknowledges that (i) this Agreement and the agreements contemplated hereby may require the Company to cause Pubco to issue and deliver the Conversion Shares and the Warrant Shares to the Buyers with legends restricting their transferability under the Securities Act, and (ii) it is aware that resales of such Conversion Shares and the Warrant Shares may not be made unless, at the time of resale, there is an effective registration statement under the Securities Act covering such Buyer’s resale(s) or an applicable exemption from registration.
Resales Absent Effective Registration Statement. Each of the Subscribers understands and acknowledges that (i) the Transaction Documents may require the Company to issue and deliver Shares and/or Warrant Shares to the Subscriber, without legend restricting their transferability under the 1933 Act, and (ii) is aware that resales of the Shares and/or Warrant Shares may not be made unless, at the time of resale, there is an effective registration statement under the 1933 Act covering such Subscriber's resale(s) or an applicable exemption from registration. Accordingly, each Subscriber hereby covenants and agrees that, commencing from the time it is advised by the Company that any registration statement theretofore covering resale of the Shares and/or Warrant Shares is no longer effective, until such time as the Company advises the Subscriber there is an effective registration statement covering resale of the Shares and Warrant Shares, Subscriber will not sell, assign, pledge, transfer or otherwise dispose of any of the Shares or Warrant Shares without the prior written consent of the Company unless an exemption from registration is available to the Subscriber. [THIS SPACE INTENTIONALLY LEFT BLANK] Please acknowledge your acceptance of the foregoing Subscription Agreement by signing and returning a copy to the undersigned whereupon it shall become a binding agreement between us. JOYSTAR, INC. a California corporation By: /s/ William Alverson -------------------- Name: William M. Alverson Title: CEO Dated: November 16, 2006 ---------- --------------- ----------------------- ------------------- SUBSCRIBER PURCHASE PRICE SHARES OF COMMON STOCK SERIES A WARRANTS ---------- --------------- ----------------------- -------------------
Resales Absent Effective Registration Statement. Each of the Subscribers understands and acknowledges that (i) the Transaction Documents may require the Company to issue and deliver Shares and/or Warrant Shares to the Subscriber, without legend restricting their transferability under the 1933 Act, and (ii) it is aware that resales of the Shares and/or Warrant Shares may not be made unless, at the time of resale, there is an effective registration statement under the 1933 Act covering such Subscriber's resale(s) or an applicable exemption from registration. Accordingly, each Subscriber hereby covenants and agrees that, commencing from the time it is advised by the Company that any registration statement theretofore covering resale of the Shares and/or Warrant Shares is no longer effective, until such time as the Company advises the Subscriber there is an effective registration statement covering resale of the Shares and Warrant Shares, Subscriber will not sell, assign, pledge, transfer or otherwise dispose of any of the Shares or Warrant Shares without the prior written consent of the Company unless an exemption from registration is available to the Subscriber. [THIS SPACE INTENTIONALLY LEFT BLANK] Please acknowledge your acceptance of the foregoing Subscription Agreement by signing and returning a copy to the undersigned whereupon it shall become a binding agreement between us. DYNECO CORPORATION a Minnesota corporation
Resales Absent Effective Registration Statement. Each of the Buyers understands and acknowledges that (i) this Agreement and the agreements contemplated hereby may require the Company to issue and deliver Bridge Warrant Shares (and the Conversion Shares or Conversion Warrant Shares) to the Buyers with legends restricting their transferability under the Securities Act, and (ii) it is aware that resales of such Bridge Warrant Shares (or Conversion Shares or Conversion Warrant Shares) may not be made unless, at the time of resale, there is an effective registration statement under the Securities Act covering such Buyer’s resale(s) or an applicable exemption from registration.
Resales Absent Effective Registration Statement. Each of the Buyers understands and acknowledges that (i) this Agreement and the agreements contemplated hereby may require the Company to issue and deliver Conversion Shares, Escrow Shares or Warrant Shares to the Buyers with legend restricting their transferability under the Securities Act, and (ii) it is aware that resales of such Conversion Shares, Escrow Shares or Warrant Shares may not be made unless, at the time of resale, there is an effective registration statement under the Securities Act covering such Buyer's resale(s) or an applicable exemption from registration.