Restricted Nature of Shares. The Shares to be issued to Purchaser shall be subject to a two (2) year holding period before the Shares are eligible for sale in the U.S. public market. The sale of the Shares will be further limited by the resale provisions of SEC Rule 144.
Restricted Nature of Shares. As used herein, the "Restrictions Term" shall commence on the date of this Agreement and shall continue until the effective date of US Labs'
Restricted Nature of Shares. The Optionee is (or will be at the time of any acquisition of the Shares) able to bear the economic risk of the investment in such Shares and is aware that the Optionee must be prepared to hold the Shares received for an indefinite period and that such Shares have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws, on the ground that no distribution or public offering of the Share is to be effected and such Shares will be issued, if at all, by the Company in connection with transactions not involving any public offering within the meaning of Section 4(2) of the Act. The Optionee understands that the Company is relying in part on the Optionee's representations as set forth herein for purposes of claiming the exemption from registration under the Act provided by Section 4(2) thereof and that the basis for such exemption may not be present if, notwithstanding the Optionee's representations herein, the Optionee has in mind merely acquiring the Shares for resale on the occurrence or nonoccurrence of some predetermined event. The Optionee has no such intention.
Restricted Nature of Shares. Participant understands and acknowledges that until the Shares are registered in accordance with the provisions of Section VIII below, the sale of the Shares has not been registered under the Act and the Shares must be held under Rule 144.
Restricted Nature of Shares. Such Buyer understands that the shares of PetroHunter Stock have not been registered under the 1933 Act or any securities laws of any jurisdiction, that the shares of PetroHunter Stock are “restricted securities” as that term is defined in Rule 144 under the 1933 Act, that PetroHunter will, from time to time, make stop transfer notations in its records to ensure compliance with the 1933 Act in connection with any proposed transfer of the shares of PetroHunter Stock and that all certificates evidencing the shares of PetroHunter Stock shall bear a restrictive legend in substantially the language set forth below: “THE SECURITES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE COMMON SHARES OF THE COMPANY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”
Restricted Nature of Shares. VEBA acknowledges that the Common Shares, in its hands, will be restricted securities under the Securities Act which may not be sold or offered for sale in the absence of an effective registration statement as to such Common Shares under the Securities Act or an opinion of counsel satisfactory to the Company that such registration is not required. VEBA agrees it will not transfer, by way of gift or otherwise, or sell the Common Shares or any part thereof, unless such Common Shares have been registered under the Securities Act and any applicable state securities laws or it first obtains, at its own expense, if requested by the Company, an opinion of counsel reasonably satisfactory to the Company that the transfer of such Common Shares may be effected without registration under the Securities Act and any applicable state securities laws. VEBA acknowledges that the certificates evidencing the Common Shares will contain a legend to such effect.
Restricted Nature of Shares. As provided in Section 14 of this Agreement, the LCM Exchange Shares will be issued in reliance on Section 4(2) of the Securities Act of 1933 (the "Act") and will be "restricted securities" as that term is defined in Rule 144 of the Act.
Restricted Nature of Shares. It is acknowledged that the BHL Shares to be issued to the Sellers pursuant to this Agreement have not been registered, will be restricted, and may not be sold or otherwise transferred except in accordance with Rule 144 of the Securities Exchange Act of 1933, as amended.
Restricted Nature of Shares. Buyer acknowledges that the Purchased Shares will be restricted securities under the Securities Act which may not be sold or offered for sale in the absence of an effective registration statement as to such Purchased Shares under the Securities Act or an opinion of counsel satisfactory to the Company that such registration is not required. Buyer agrees it will not transfer, by way of gift or otherwise, or sell the Purchased Shares or any part thereof, unless such Purchased Shares have been registered under the Securities Act and any applicable state securities laws or it first obtains, at its own expense, if requested by the Company, an opinion of counsel reasonably satisfactory to the Company that the transfer of such Common Shares may be effected without registration under the Securities Act and any applicable state securities laws. Buyer acknowledges that the certificates evidencing the Purchased Shares will contain a legend to such effect.
Restricted Nature of Shares. Each Shareholder is able to bear the economic risk of its investment in the Shares and each Shareholder is aware that it must be prepared to hold the Shares for an indefinite period and that the Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), or any other securities law, on the ground, among others, that no distribution or public offering of Shares is to be effected and Shares are being issued by the Buyer without any public offering within the meaning of section 4(2) of the Act and Regulation D thereunder, and comparable provisions of the Law and other securities laws.
