Common use of Restricted Securities; Registration Rights Clause in Contracts

Restricted Securities; Registration Rights. Stockholder acknowledges ------------------------------------------ and understands that the terms of the Mergers have not been reviewed by the Securities and Exchange Commission (the "SEC") or by any state securities authorities, that the Restricted Securities to be received by Stockholder pursuant to the Mergers have not been registered under the Securities Act and constitute "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act ("RULE 144"), and have been issued in reliance on the exemptions for non-public offerings provided by Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder, which exemptions depend upon, among other things, the representations made and information furnished by Stockholder herein, including but not limited to the bona fide nature of Stockholder's investment intent as expressed above. Stockholder and Asymetrix acknowledge that Stockholder has certain "piggyback" registration rights to cause Asymetrix to include such Restricted Securities 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 the Plan and that Asymetrix is not otherwise obligated to register the Restricted Securities to be issued to Stockholder.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Asymetrix Learning Systems Inc)

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Restricted Securities; Registration Rights. Stockholder Shareholder acknowledges ------------------------------------------ and understands that the terms of the Mergers have not been reviewed by the Securities and Exchange Commission (the "SEC") or by any state securities authorities, that the Restricted Securities to be received by Stockholder Shareholder pursuant to the Mergers have not been registered under the Securities Act and constitute "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act ("RULE Rule 144"), and have been issued in reliance on the exemptions for non-public offerings provided by Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder, which exemptions depend upon, among other things, the representations made and information furnished by Stockholder Shareholder herein, including but not limited to the bona fide nature of StockholderShareholder's investment intent as expressed above. Stockholder Shareholder and Asymetrix acknowledge that Stockholder Shareholder has certain "piggyback" registration rights to cause Asymetrix to include such Restricted Securities 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 Shareholders and Asymetrix pursuant to the Plan and that Asymetrix is not otherwise obligated to register the Restricted Securities to be issued to StockholderShareholder.

Appears in 1 contract

Samples: Put Option Agreement (Asymetrix Learning Systems Inc)

Restricted Securities; Registration Rights. Stockholder acknowledges ------------------------------------------ and understands that the terms of the Mergers Merger have not been reviewed by the Securities and Exchange Commission (the "SEC") or by any state securities authorities, that the Restricted Securities to be received by Stockholder pursuant to the Mergers Merger have not been registered under the Securities Act and constitute "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act ("RULE 144"), and have been issued in reliance on the exemptions for non-public offerings provided by Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder, which exemptions depend upon, among other things, the representations made and information furnished by Stockholder herein, including but not limited to the bona fide nature of Stockholder's investment intent as expressed above. Stockholder and Asymetrix acknowledge that Stockholder has certain "piggyback" registration rights to cause Asymetrix to include such Restricted Securities 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 the Plan and that Asymetrix is not otherwise obligated to register the Restricted Securities to be issued to Stockholder.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Asymetrix Learning Systems Inc)

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Restricted Securities; Registration Rights. Stockholder Each of the ------------------------------------------ SecureIT Shareholders acknowledges ------------------------------------------ and understands that the terms of the Mergers Merger have not been reviewed by the Securities and Exchange Commission (the "SEC") SEC or by any state securities authorities, that the Restricted Securities to be received by Stockholder the SecureIT Shareholder pursuant to the Mergers Merger have not been registered under the Securities Act and constitute "restricted securities" within the meaning under Rule 144(d) of Rule 144 promulgated under the Securities Act ("RULE 144")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 and/or Regulation D promulgated thereunderAct, which exemptions depend upon, among other things, the accuracy of the representations made and information furnished by Stockholder hereinthe SecureIT Shareholder, including but not limited to the bona fide nature of Stockholderthe SecureIT Shareholder's investment intent as expressed above. Stockholder and Asymetrix acknowledge Each of the SecureIT Shareholders acknowledges that Stockholder has the SecureIT Shareholders have certain "piggyback" registration rights to cause Asymetrix to include register such Restricted Securities in a registration statement under the Securities Act, if any such registration statement is filed by Asymetrix and subject to the limitations as set forth in the Registration Rights Agreement being entered into by and among the Aimtech Stockholders and Asymetrix pursuant to the Plan this Agreement and that Asymetrix 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 not otherwise obligated to register the Restricted Securities to be issued to Stockholderthe SecureIT Shareholders only as provided in the Registration Rights Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Verisign Inc/Ca)

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