Restricted Securities; Registration Rights. Each of the ------------------------------------------ SecureIT Shareholders acknowledges and understands that the terms of the Merger have not been reviewed by the SEC or by any state securities authorities, that the Restricted Securities to be received by the SecureIT Shareholder pursuant to the Merger have not been registered under the Securities Act and constitute "restricted securities" under Rule 144(d) of the Securities Act, and have been issued in reliance on the exemptions for non-public offerings provided by Rule 506 and Section 4(2) of the Securities Act, which exemptions depend upon, among other things, the accuracy of the representations made and information furnished by the SecureIT Shareholder, including the bona fide nature of the SecureIT Shareholder's investment intent as expressed above. Each of the SecureIT Shareholders acknowledges that the SecureIT Shareholders have certain rights to register such Restricted Securities as set forth in the Registration Rights Agreement being entered into pursuant to this Agreement and that they may not be sold or transferred except in accordance with such provisions and Rule 144. The SecureIT Shareholder further acknowledges and understands that VeriSign is obligated to register the Restricted Securities to be issued to the SecureIT Shareholders only as provided in the Registration Rights Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Verisign Inc/Ca)
Restricted Securities; Registration Rights. Each of the Stockholder acknowledges ------------------------------------------ SecureIT Shareholders acknowledges and understands that the terms of the Merger have not been reviewed by the SEC Securities and Exchange Commission (the "SEC") or by any state securities authorities, that the Restricted Securities to be received by the SecureIT Shareholder Stockholder pursuant to the Merger have not been registered under the Securities Act and constitute "restricted securities" within the meaning of Rule 144 promulgated under Rule 144(d) of the Securities ActAct ("RULE 144"), and have been issued in reliance on the exemptions for non-public offerings provided by Rule 506 and Section 4(2) of the Securities ActAct and/or Regulation D promulgated thereunder, which exemptions depend upon, among other things, the accuracy of the representations made and information furnished by the SecureIT ShareholderStockholder herein, including but not limited to the bona fide nature of the SecureIT ShareholderStockholder's investment intent as expressed above. Each of the SecureIT Shareholders acknowledges Stockholder and Asymetrix acknowledge that the SecureIT Shareholders have Stockholder has certain "piggyback" registration rights to register cause Asymetrix to include such Restricted Securities as in a registration statement under the Securities Act, if any such registration statement is filed by Asymetrix and subject to the limitations set forth in the Registration Rights Agreement being entered into by and among the Aimtech Stockholders and Asymetrix pursuant to this Agreement the Plan and that they may Asymetrix is not be sold or transferred except in accordance with such provisions and Rule 144. The SecureIT Shareholder further acknowledges and understands that VeriSign is otherwise obligated to register the Restricted Securities to be issued to the SecureIT Shareholders only as provided in the Registration Rights AgreementStockholder.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Asymetrix Learning Systems Inc)
Restricted Securities; Registration Rights. Each of the Stockholder acknowledges ------------------------------------------ SecureIT Shareholders acknowledges and understands that the terms of the Merger Mergers have not been reviewed by the SEC Securities and Exchange Commission (the "SEC") or by any state securities authorities, that the Restricted Securities to be received by the SecureIT Shareholder Stockholder pursuant to the Merger Mergers have not been registered under the Securities Act and constitute "restricted securities" within the meaning of Rule 144 promulgated under Rule 144(d) of the Securities ActAct ("RULE 144"), and have been issued in reliance on the exemptions for non-public offerings provided by Rule 506 and Section 4(2) of the Securities ActAct and/or Regulation D promulgated thereunder, which exemptions depend upon, among other things, the accuracy of the representations made and information furnished by the SecureIT ShareholderStockholder herein, including but not limited to the bona fide nature of the SecureIT ShareholderStockholder's investment intent as expressed above. Each of the SecureIT Shareholders acknowledges Stockholder and Asymetrix acknowledge that the SecureIT Shareholders have Stockholder has certain "piggyback" registration rights to register cause Asymetrix to include such Restricted Securities as in a registration statement under the Securities Act, if any such registration statement is filed by Asymetrix and subject to the limitations set forth in the Registration Rights Agreement being entered into by and among the Aimtech Stockholders and Asymetrix pursuant to this Agreement the Plan and that they may Asymetrix is not be sold or transferred except in accordance with such provisions and Rule 144. The SecureIT Shareholder further acknowledges and understands that VeriSign is otherwise obligated to register the Restricted Securities to be issued to the SecureIT Shareholders only as provided in the Registration Rights AgreementStockholder.
Appears in 1 contract
Samples: Reorganization Agreement (Asymetrix Learning Systems Inc)
Restricted Securities; Registration Rights. Each of the Shareholder acknowledges ------------------------------------------ SecureIT Shareholders acknowledges and understands that the terms of the Merger Mergers have not been reviewed by the SEC Securities and Exchange Commission (the "SEC") or by any state securities authorities, that the Restricted Securities to be received by the SecureIT Shareholder pursuant to the Merger Mergers have not been registered under the Securities Act and constitute "restricted securities" within the meaning of Rule 144 promulgated under Rule 144(d) of the Securities ActAct ("Rule 144"), and have been issued in reliance on the exemptions for non-public offerings provided by Rule 506 and Section 4(2) of the Securities ActAct and/or Regulation D promulgated thereunder, which exemptions depend upon, among other things, the accuracy of the representations made and information furnished by the SecureIT ShareholderShareholder herein, including but not limited to the bona fide nature of the SecureIT Shareholder's investment intent as expressed above. Each of the SecureIT Shareholders acknowledges Shareholder and Asymetrix acknowledge that the SecureIT Shareholders have Shareholder has certain "piggyback" registration rights to register cause Asymetrix to include such Restricted Securities as in a registration statement under the Securities Act, if any such registration statement is filed by Asymetrix and subject to the limitations set forth in the Registration Rights Agreement being entered into by and among the Aimtech Shareholders and Asymetrix pursuant to this Agreement the Plan and that they may Asymetrix is not be sold or transferred except in accordance with such provisions and Rule 144. The SecureIT Shareholder further acknowledges and understands that VeriSign is otherwise obligated to register the Restricted Securities to be issued to the SecureIT Shareholders only as provided in the Registration Rights AgreementShareholder.
Appears in 1 contract