RESTRICTED BUYER STOCK Sample Clauses

RESTRICTED BUYER STOCK. Seller acknowledges that the Buyer Common Stock that Seller will receive in connection with the transaction described herein will not have been registered pursuant to the Securities Act of 1933, as amended (the "Securities Act"), any other federal securities laws, or any applicable state securities laws, that such securities will be characterized as "restricted securities" under the federal securities laws, and that under such laws and applicable regulations such securities cannot be sold or otherwise disposed of without registration under the Securities Act and any applicable state securities law or an exemption therefrom or an opinion of counsel or other evidence reasonably satisfactory to counsel to Buyer that such registration is not required. In this connection, Seller represents that Seller is familiar with Rule 144 promulgated under the Securities Act, as currently in effect, and understands the resale limitations imposed thereby and by the Securities Act.
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RESTRICTED BUYER STOCK. At the time of closing, the Buyer Stock will not be registered under the United States Securities Act of 1933 ("1933 Act") and will constitute "restricted securities" within the meaning of Regulation S and Rule 144 promulgated by the United States Securities and Exchange Commission under the 1933 Act. If at any time in the future the Buyer applies to register some of its stock under the 1933 Act, it will also apply to register the Buyer Stock under that Act, subject to the right of the Buyer or its underwriters, in view of market conditions and/or the requirements of any future third party investor who may require registration of Buyer's stock as a condition to its investment, to reduce or eliminate the number of shares of Buyer Stock proposed to be registered.
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RESTRICTED BUYER STOCK. 22 4.5 LabMentors Headquarters. . . . . . . . . . . . . . . 23 4.6 LabMentors' Employees. . . . . . . . . . . . . . . . 23 4.7 Continued Operation of Company's Business. . . . . . 23 4.8
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RESTRICTED BUYER STOCK. Each Shareholder acknowledges and agrees that the Buyer Stock constitutes "restricted securities" as defined in Rule 144 under the Securities Act of 1933 ("1933 Act") and that the Buyer Stock cannot be offered or sold in the United States or to any U.S. person unless the Buyer Stock is registered under United States federal and applicable state securities laws or an exemption from registration (such as Rule 144) is available, and that the Shareholders may not engage in hedging transactions involving Buyer Stock unless such transactions are in compliance with the 1933 Act. Buyer shall have no obligation to register the Buyer Stock or to register any transfer of Buyer Stock not made in accordance with Regulation S under the 1933 Act, unless the Buyer Stock is registered under United States federal and applicable state securities laws or an exemption from registration is available. 3.31
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RESTRICTED BUYER STOCK. 9 ARTICLE 6
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Related to RESTRICTED BUYER STOCK

  • Company Securities Section 3.2(a)........................................11

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Acquisition Shares The Acquisition Shares when delivered to the Vendor shall be validly issued and outstanding as fully paid and non-assessable shares, subject to the provisions of this Agreement, and the Acquisition Shares shall be transferable upon the books of the Purchaser, in all cases subject to the provisions and restrictions of all applicable securities laws. Non-Merger and Survival

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Acquired Shares Any Shares or other voting securities of the Bank with respect to which beneficial ownership is acquired by Shareholder or its affiliates, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such Shares or upon exercise or conversion of any securities of the Bank, if any, after the date hereof shall automatically become subject to the terms of this Agreement.

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • Purchaser Shares The issuance, transfer, and delivery of the Purchaser Shares hereunder have been duly authorized by all required corporate action on the part of Purchaser, and when issued, transferred, and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, free and clear of all Encumbrances.

  • Merger Shares The Merger Shares have been duly authorized and, when issued in consideration for the conversion of the Company Shares, as a result of the Merger and pursuant to the terms hereof, will be validly issued, fully paid and non-assessable, and not subject to any liens, pledges, charges, encumbrances, restrictions of any kind, preemptive rights or any other rights or interests of third parties or any other encumbrances, except for applicable securities law restrictions on transfer, including those imposed by Regulation D or Section 4(2) of the Securities Act and Rule 144 promulgated under the Securities Act and under applicable “blue sky” state securities laws. Assuming that all of the holders of Company Shares are “accredited investors,” as such term is defined in Regulation D promulgated under the Securities Act, and that all such Persons have complied with all of the terms and conditions of this Agreement, the offer and sale of the Merger Shares under this Agreement will be exempt from the registration requirements of the Securities Act and in compliance with all federal and state securities laws.

  • Restricted Global Securities All of the Securities are initially being offered and sold to qualified institutional buyers as defined in Rule 144A (collectively, “QIBs” or individually, each a “QIB”) in reliance on Rule 144A under the Securities Act and shall be issued initially in the form of one or more Restricted Global Securities, which shall be deposited on behalf of the purchasers of the securities represented thereby with the Trustee, at its Corporate Trust Office, as custodian for the depositary, The Depository Trust Company (“DTC”, and such depositary, or any successor thereto, being hereinafter referred to as the “Depositary”), and registered in the name of its nominee, Cede & Co. (or any successor thereto), for the accounts of participants in the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Restricted Global Securities may from time to time be increased or decreased by adjustments made on the records of the Securities Custodian as hereinafter provided, subject in each case to compliance with the Applicable Procedures.

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