Restricted Securities Acknowledgement Sample Clauses
The Restricted Securities Acknowledgement clause serves to confirm that the recipient of certain securities understands they are subject to restrictions on transfer or resale. Typically, this clause applies to shares or other securities that are not registered under securities laws, meaning the holder cannot freely sell or transfer them without meeting specific legal requirements, such as holding periods or obtaining regulatory approval. Its core function is to ensure that the recipient is aware of and agrees to these limitations, thereby reducing the risk of inadvertent violations of securities regulations.
Restricted Securities Acknowledgement. Purchaser acknowledges that any securities issued pursuant to this Agreement that shall not be registered pursuant to the Securities Act of 1933 shall constitute “restricted securities” as that term is defined in Rule 144 promulgated under the Act , and shall contain the following restrictive legend: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT OR SUCH LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.”
Restricted Securities Acknowledgement. SHARES TO BE ISSUED PURSUANT TO THIS AGREEMENT WILL NOT BE REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE SECURITIES ACT OF 1933 OR THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION.
Restricted Securities Acknowledgement. Candidate acknowledges that any securities issued pursuant to this Agreement that shall not be registered pursuant to the Securities Act of 1933 shall constitute “restricted securities” as that term is defined in Rule 144 promulgated under the Securities Act of 1933, and shall contain the following restrictive legend: