Common use of Resales Clause in Contracts

Resales. Subscriber acknowledges and agrees that the Shares may only be resold in compliance with Rules 903 or 904 under Regulation S, pursuant to a Registration Statement under the Act or pursuant to an exemption from registration under the Act. The Company shall not register any transfer of Shares that is not in compliance with this Section 3. Subscriber covenants that all offering materials and documents (other than press releases) used in connection with offers and sales of the Shares before the expiration of the Restricted Period shall state that (i) the Shares have not been registered under the Securities Act and may not be offered or sold in the United States or to a U.S. person (as that term is defined in Rule 902 of Regulation S) unless they are registered under the Act or an exemption from the registration requirements of the Act is available and that (ii) hedging transactions involving the Shares may not be conducted unless in compliance with the Act. These statements shall appear on the cover or inside cover page and in the underwriting section of any prospectus or offering circular and shall appear in any advertisement used in connection with the offer or sale of the Shares.

Appears in 6 contracts

Samples: Subscription Agreement (BINGO.COM Ltd.), Subscription Agreement (Red Sky Resources Inc.), Subscription Agreement (Angelaudio Com Inc /De/)

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Resales. Subscriber acknowledges and agrees that the Shares may only be resold in compliance with Rules 903 or 904 under Regulation S, pursuant to a Registration Statement under the Act or pursuant to an exemption from registration under the Act. The Company shall not register any transfer of Shares that is not in compliance with this Section 3. Subscriber covenants that all offering materials and documents (other than press releases) used in connection with offers and sales of the Shares before the expiration of the Restricted Period shall state that (i) the Shares have not been registered under the Securities Act and may not be offered or sold in the United States or to a U.S. person (as that term is defined in Rule 902 of Regulation S) unless they are registered under the Act or an exemption from the registration requirements of the Act is available and that (ii) hedging transactions involving the Shares may not be conducted unless in compliance with the Act. These statements shall appear on the cover or inside cover page and in the underwriting section of any prospectus or offering circular and shall appear in any advertisement used in connection with the offer or sale of the Shares.

Appears in 2 contracts

Samples: Subscription Agreement (Lexaria Corp.), Subscription Agreement (Lexaria Corp.)

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Resales. The Subscriber acknowledges and agrees that the Shares may only be resold in compliance with Rules 903 or 904 under Regulation S, pursuant to a Registration Statement registration statement under the Act or pursuant to an exemption from registration under the Act. The Company shall will not register any transfer of Shares that is does not in compliance comply with this Section 3. The Subscriber covenants that all offering materials and documents (other than press releases) used in connection with offers and sales of the Shares before the expiration of the Restricted Period shall must state that (i) the Shares have not been registered under the Securities Act and may not be offered or sold in the United States or to a U.S. person (as that term is defined in Rule 902 of Regulation S) unless they are registered under the Act or an exemption from the registration requirements of the Act is available available, and that (ii) hedging transactions involving the Shares may not be conducted unless in compliance they comply with the Act. These statements shall must appear on the cover or inside cover page and in the underwriting section of any prospectus or offering circular and shall must appear in any advertisement used in connection with the offer or sale of the Shares.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Rentberry Inc.), Common Stock Purchase Agreement (Rentberry Inc.)

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