Restricted Securities; Registration Sample Clauses

Restricted Securities; Registration. Shareholder understands that the HomeLife Shares are "restricted securities" under the Securities Act of 1933, as amended (the "Act"), and that, under such laws and applicable regulations, such securities may not be resold for a period of one (1) year from the date of issuance unless registered with the United States Securities and Exchange Commission (the "Commission") under the Act and qualified by appropriate state securities regulators, or unless Shareholder obtains written consent from Buyer and otherwise complies with an exemption from such registration and qualification. Shareholder acknowledges that the certificates delivered by Buyer representing the HomeLife Shares may provide appropriate legends regarding the foregoing. Shareholder understands that Buyer is under no obligation to register the HomeLife Shares on Shareholder's behalf during the one-year trading restriction but that, subject to Rule 144 under the Act, the HomeLife Shares will become free-trading following expiration of the one (1) year period from the date of issuance without obtaining registration of such shares with the Commission.
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Restricted Securities; Registration. The Investor Group agrees and acknowledges that the Conversion Shares are "restricted securities" within the meaning of Rule 144 under the Securities Act of 1933, as amended (the "Act"), and may not be resold or transferred without registration under the Act and applicable state securities laws or an exception from such registration. Holiday RV agrees to file a registration statement under the Act covering the Conversion Shares as promptly as practicable after the Closing Date and will use commercially reasonable efforts to cause such registration statement to be declared effective by the Securities and Exchange Commission no later than the 45th day following the Closing Date. Holiday RV shall not be required to maintain the effectiveness of such registration statement after any of the Conversion Shares may be resold pursuant to Rule 144(k) under the Act.
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Restricted Securities; Registration. The New Jersey Common Stock, including the Consideration Shares (collectively, the "New Jersey Shares"), will be restricted against resale pursuant to the provisions of federal and state securities laws. The New Jersey Shares have not been registered under the Securities Act, and may not be resold unless the resale thereof is registered under the Securities Act or an exemption from such registration is available. Each certificate representing the New Jersey Shares will have a legend thereon in substantially the form set forth in Section 2.7 hereof. As soon as practicable following the Closing Date, each of New Jersey and the Surviving Corporation agrees to use its best efforts to register the New Jersey Shares on a Registration Statement on Form SB-2 under the Securities Act.
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Restricted Securities; Registration. The Investor Group agrees and acknowledges that the Conversion Shares are "restricted securities" within the meaning of Rule 144 under the Securities Act of 1933, as amended (the "Act"), and may not be resold or transferred without registration under the Act and applicable state securities laws or an exception from such registration. Holiday RV agrees to file a registration statement under the Act covering the Conversion Shares as promptly as practicable after the Amendment Effective Date and will use commercially reasonable efforts to cause such registration statement to be declared effective by the Securities and Exchange Commission no later than the 45th day following the Amendment Effective Date. Holiday RV shall not be required to maintain the effectiveness of such registration statement after any of the Conversion Shares may be resold pursuant to Rule 144(k) under the Act. Notwithstanding anything to the contrary herein, Holiday RV covenants and agrees that it shall file the registration statement contemplated in this Section 5 by June 29, 2001. In addition, --------- notwithstanding anything to the contrary herein, Holiday RV covenants and agrees that said registration statement shall be declared effective by the Securities Exchange Commission by September 12, 2001. (h) Section 7.8 shall be amended and restated in its entirety to read ----------- as follows:
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Restricted Securities; Registration. 5.1 Seller and the Shareholder acknowledge that the registration and prospectus requirements of the Securities Act of 1933, as amended (the "Act") will not be complied with in connection with the issuance and delivery on the date hereof of the Drew Shares and that, accordingly, the Drew Shares will be "restricted securities" and must be held indefinitely unless there has been compliance with such registration and prospectus requirements of the Act, and applicable state securities laws, except as permitted under various exemptions to such requirements contained in the Act and the rules and regulations of the Securities and Exchange Commission (the "S.E.C.") promulgated thereunder and applicable state laws. Accordingly, Seller and the Shareholder jointly and severally represent and warrant to, and agree with, Drew as follows: 5.1.1 Neither Seller nor the Shareholder is participating, nor will they participate, directly or indirectly, in a distribution or transfer of the Drew Shares in violation of the Act, nor are Seller or the Shareholder participating, nor will they participate, directly or indirectly, in the underwriting of any such distribution or transfer of the Drew Shares in violation of the Act. Seller and the Shareholder further jointly and severally warrant, represent and agree that they will not act in any way that would constitute either of them to be an underwriter of the Drew Shares in violation of the Act. 5.1.2 Neither Seller nor the Shareholder will offer, sell, pledge, hypothecate, or otherwise transfer or dispose of the Drew Shares unless such offer, sale, pledge, hypothecation or other transfer or disposition is (i) registered under the Act, (ii) exempt under Rule 144, or (iii) in compliance with an opinion of counsel, delivered to Buyer, in form and substance reasonably satisfactory to Buyer, to the effect that such offer, sale, pledge, hypothecation or other transfer or disposition is in compliance with the Act or exempt from the requirements thereof or the rules and regulations promulgated thereunder. 5.1.3 All certificates representing the Drew Shares shall bear a legend stating in substance: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND MAY NOT BE OFFERED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO DREW, SUCH OFFER, SALE, TRAN...
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Restricted Securities; Registration. The Investor Group agrees and acknowledges that the Conversion Shares are "restricted securities" within the meaning of Rule 144 under the Securities Act of 1933, as amended (the "Act"), and may not be resold or transferred without registration under the Act and applicable state securities laws or an exception from such registration. Holiday RV agrees to file a registration statement under the Act covering the Conversion Shares as promptly as practicable after the Effective Date and will use commercially reasonable efforts to cause such registration statement to be declared effective by the Securities and Exchange Commission no later than the 120th day following the Effective Date. Holiday RV shall not be required to maintain the effectiveness of such registration statement after any of the Conversion Shares may be resold pursuant to Rule 144 under the Act. 8. Representations, Warranties and Agreements of the Investor Group. In addition to any representations and warranties the Investor Group may make to the Holiday RV Group elsewhere in this Conversion Agreement, or in any other document delivered to Holiday RV or County Line in connection herewith, the members of the Investor Group, jointly and severally represent and warrant to Holiday RV and County Line that the statements contained in this Section 8 are --------- true, accurate, complete, and not misleading in any material respect.
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Related to Restricted Securities; Registration

  • Restricted Securities Owners The Company agrees to advise in writing each of the persons or entities who, to the knowledge of the Company, holds Restricted Securities that such Restricted Securities are ineligible for deposit hereunder (except under the circumstances contemplated in Section 2.14) and, to the extent practicable, shall require each of such persons to represent in writing that such person will not deposit Restricted Securities hereunder (except under the circumstances contemplated in Section 2.14).

  • Transfer Restricted Securities The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.

  • Transfer of Restricted Securities (a) Restricted Securities are transferable only pursuant to (i) Public Offerings, (ii) Rule 144 of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iii) subject to the conditions specified in clause (b) below, any other legally available means of transfer. (b) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(i) or (ii) above or to any Affiliate of an Investor), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer. If the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that do not bear the Securities Act legend set forth in Section 7C. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 and Section 7C. (c) Upon the request of an Investor, the Company shall promptly supply to such Investor or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission.

  • Registration of Registrable Securities The Company will file with the Commission, within 30 days following the date hereof, a Registration Statement on Form S-3 (the "Registration Statement") to register the resale of the Common Shares issuable upon the exercise of the Warrants. The Company will use its best efforts to cause the Registration Statement to become effective within (i) 90 days of the Date hereof, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission or (iii) the first day following the day the Commission determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred Stock, or exercise of the Common Stock Purchase Warrants described in Section 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

  • Capitalization; the Securities; Registration Rights All of the issued and outstanding shares of the share capital of the Company, including the outstanding Ordinary Shares, are duly authorized and validly issued, fully paid and non-assessable, have been issued in compliance with all applicable securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital of the Company, including the Ordinary Shares, conforms to the description thereof in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, (i) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares pursuant to the Company’s Certificate of Incorporation, Memorandum and Articles of Association (or other constitutive or organizational documents) or any agreement or other instrument to which the Company is a party or by which the Company is bound, (ii) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares or other securities of the Company (collectively “Registration Rights”) and (iii) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date of the Prospectus. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

  • Issuance of the Securities; Registration The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on May 23, 2018 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement eligible to use Form S-3. The Company is eligible to use Form S-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form S-3.

  • Restricted Securities Legend Except as set forth below, all Securities shall bear a Restricted Securities Legend: (i) subject to the following clauses of this Section 3.6(c), a Security or any portion thereof that is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Legend while represented thereby; (ii) subject to the following clauses of this Section 3.6(c), a new Security which is not a Global Security and is issued in exchange for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall, if such new Security is required pursuant to Section 3.6(b)(ii) or (iii) to be issued in the form of a Restricted Security, bear a Restricted Securities Legend; (iii) a new Security (other than a Global Security) that does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Restricted Security or any portion thereof that bears such a legend if, in the Company's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate and deliver such a new Security as provided in this Article III; (iv) notwithstanding the foregoing provisions of this Section 3.6(c), a Successor Security of a Security that does not bear a Restricted Securities Legend shall not bear such form of legend unless the Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III; and (v) Securities distributed to a holder of Capital Securities upon dissolution of an Issuer Trust shall bear a Restricted Securities Legend if the Capital Securities so held bear a similar legend.

  • Beneficial Ownership of Registrable Securities (a) Type and Number of Registrable Securities beneficially owned:

  • Priority of Securities Registered Pursuant to Demand Registrations If the managing underwriter or underwriters of a proposed Underwritten Offering of a class of Registrable Securities included in a Demand Registration (or, in the case of a Demand Registration not being underwritten, the holders of a majority of a class of Registrable Securities included in such Registration Statement), inform the holders of such Registrable Securities in writing that, in its or their opinion, the number or amount of securities of such class requested to be included in such Demand Registration exceeds the number or amount which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class of securities offered or the market for the class of securities offered, the number or amount of Registrable Securities of such class that can be included without having such an adverse effect shall be allocated: (i) first, pro rata among the holders which have requested participation in the Demand Registration (based, for each such holder, on the percentage derived by dividing (x) the number or amount of Registrable Securities of such class which such holder has requested to include in such Demand Registration by (y) the aggregate number or amount of Registrable Securities of such class which all such holders have requested to include); (ii) second, and only if all the securities referenced in clause (i) have been included, any other securities of the Issuer requested by the holders thereof to included in such registration that, in the opinion of such underwriter or underwriters, can be sold without having such adverse effect shall be included therein, with such number to be allocated pro rata among such holders (based, for each such holder, on the percentage derived by dividing (x) the number or amount of such securities of such class which such holder has requested to include in such registration by (y) the aggregate number or amount of securities of such class which all such holders have requested to include); and (iii) third, and only if all of the Registrable Securities referenced in clauses (i) and (ii) have been included and in the opinion of such underwriter or underwriters such securities can be sold without having such adverse effect securities offered by the Issuer for its own account. To the extent that any Registrable Securities requested to be registered are excluded pursuant to the foregoing, the holders thereof shall have the right to one additional Demand Registration under this Section 2.2.

  • Resale Registration On or prior to the Filing Date the Company shall prepare and file with the Commission a "resale" Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

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