Restricted Securities; Rule 144. Such Exchange Stockholder understands that the Class B Shares are characterized as “restricted securities” under the Securities Act because such shares are being acquired from the Company in a transaction not involving a public offering and in exchange for shares acquired from the Company in a transaction not involving a public offering, and that under the Securities Act and the rules and regulations promulgated thereunder the Class B Shares may be resold without registration under the Securities Act only in certain limited circumstances, and subject to the restrictions under the Company’s certificate of incorporation. Such Exchange Stockholder understands and hereby acknowledges that the Class B Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is otherwise available. Such Exchange Stockholder is aware of the provisions of Rule 144 promulgated under the Securities Act, which permit limited resales of shares purchased in a transaction not involving a public offering, subject to the satisfaction of certain conditions.
Restricted Securities; Rule 144. The Investor understands that ------------------------------- the Securities are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations the Securities may be resold without registration under the Securities Act only in certain limited circumstances. The Investor acknowledges that the Securities must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available.
Restricted Securities; Rule 144. The Purchaser understands that the Shares and the Common Shares issuable upon conversion thereof are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations the Shares may be resold without registration under the Securities Act only in certain limited circumstances. The Purchaser acknowledges that the Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Company, the resale occurring not less than two (2) years after a party has purchased and paid for the security to be sold, the sale being effected through a "broker's transaction" or in transactions directly with a "market maker" (as provided by Rule 144(f)) and the number of shares being sold during any three (3) month period not exceeding specified limitations.
Restricted Securities; Rule 144. The Investor understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations the Securities may be resold without registration under the Securities Act only in certain limited circumstances. The Investor acknowledges that the Securities must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Investor is aware of the provisions of Rule 144 promulgated under the Securities Act, which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Company, the resale occurring not less than one (1) year after a party has purchased and paid for the security to be sold, the sale being effected through a “broker’s transaction” or in transactions directly with a “market maker” (as provided by Rule 144(f)) and the number of shares being sold during any three (3) month period not exceeding specified limitations.
Restricted Securities; Rule 144. Except as otherwise permitted by applicable law, Founder understands that any shares of Class B Common Stock issued to Founder in an Exchange will be characterized as “restricted securities” under the Act because such shares are being acquired from the Company in a transaction not involving a public offering and in exchange for shares acquired from the Company in a transaction not involving a public offering, and that under the Securities Act and the rules and regulations promulgated thereunder the shares of Class B Common Stock may be resold without registration under the Act only in certain limited circumstances, and subject to the restrictions under the Company’s certificate of incorporation. Founder understands and hereby acknowledges that the shares of Class B Common Stock must be held indefinitely unless subsequently registered under the Act or an exemption from such registration is otherwise available. Such Founder is aware of the provisions of Rule 144 promulgated under the Act, which permit limited resales of shares purchased in a transaction not involving a public offering, subject to the satisfaction of certain conditions.
Restricted Securities; Rule 144. Purchasers each understand that the Shares are characterized as “restricted securities” under the Securities Act because such Shares are being acquired from the Corporation in a transaction not involving a public offering, and that under the Securities Act and the rules and regulations promulgated thereunder the Shares may be resold without registration under the Securities Act only in certain limited circumstances. Purchasers each understand and hereby acknowledge that the Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is otherwise available. Purchasers are aware of the provisions of Rule 144 promulgated under the Securities Act, which permit limited resales of shares purchased in a transaction not involving a public offering, subject to the satisfaction of certain conditions.
Restricted Securities; Rule 144. Such Seller understands that the Oxford Securities will be characterized as "restricted securities" under the Securities Act. In this connection, such Seller represents that such Seller is familiar with Rule 144 promulgated under the Securities Act and understands that Rule 144 is not presently available with respect to sales of the Oxford Securities.
Restricted Securities; Rule 144. Such Seller understands that the shares comprising the Stock Consideration are “restricted securities” as defined in Rule 144 promulgated under the Securities Act inasmuch as they are being acquired from the Counterparty in a transaction not involving a public offering and that under such Laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Such Seller acknowledges that its portion of the Stock Consideration must be held indefinitely unless a sale of such Stock Consideration is subsequently registered under the Securities Act or an exemption from such registration is available. Such Seller is aware of the provisions of Rule 144 promulgated under the Securities Act, which rules permit the limited resale of shares purchased in a private placement or shares owned by certain Persons subject to the satisfaction of certain conditions.
Restricted Securities; Rule 144. As of the original date of issuance of this Warrant, there is no public market for the Company’s Series B Preferred Stock, and there is no assurance that a public market will ever be created, or if created, that it will be an active, sustainable trading market. Moreover, the Holder acknowledges that this Warrant is, and that the Shares issuable on exercise hereof will be, “restricted securities” as that term is defined in Rule 144 promulgated under the Securities Act. Rule 144 requires that securities issued by a non-reporting company in a transaction not involving a public offering must be held for a minimum of one year from the date of full payment for the securities purchased before such securities become eligible to be publicly sold under Rule 144, even if all other conditions required for resale under Rule 144 have been met. There is no assurance that the conditions to satisfy Rule 144 will ever be satisfied. Accordingly, this Warrant must be taken for investment and held indefinitely. Likewise, any Shares issued upon exercise of this Warrant must be taken for investment and held indefinitely and may not be resold unless such resale is registered under the Securities Act and/or comparable state securities laws or unless an exemption from such registration is available. A legend to the foregoing effect shall be placed conspicuously on the face of all certificates for Shares issuable on exercise of this Warrant.
Restricted Securities; Rule 144. Investor understands that the Securities have not been registered under the Securities Act, by reason of specific exemptions from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Investor’s representations as expressed herein. Investor understands that the Securities (including the Founders Tokens issuable upon exercise of the Warrants) are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to such laws, Investor must hold all such Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Investor acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities (including the Founders Tokens issuable upon exercise of the Warrants), and on requirements relating to the Company which are outside of Investor’s control, and which the Company is under no obligation and may not be able to satisfy. The Investor is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of Securities purchased in a private placement subject to the satisfaction of certain conditions. In connection therewith, the Investor acknowledges that the Company will make a notation on its stock books regarding the restrictions on transfers set forth in this Section 3.4 and in the Rights Agreement, subject to Sections 4.1(a) and (b), and will transfer the Securities on the books of the Company only to the extent not inconsistent herewith and therewith and/or not in violation of or prohibited by the Rights Agreement. The Investor acknowledges that there is no trading market for any of the Securities (including the Founders Tokens issuable upon exercise of the Warrants) and none may ever develop, or if developed, maintained
