Restricted Shares. Purchaser understands that the Shares 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 such Shares may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Purchaser represents that it is familiar with Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Obalon Therapeutics Inc), Securities Purchase Agreement (Codexis, Inc.), Stock Purchase Agreement (Tokai Pharmaceuticals Inc)
Restricted Shares. Purchaser The Investor understands that the Shares are characterized as “restricted securitiesshares” under the U.S. 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 such Shares securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Purchaser represents that it is familiar with Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.
Appears in 2 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement (Benefitfocus,Inc.)
Restricted Shares. Purchaser understands acknowledges that the Shares are characterized as “restricted securities” as defined in Rule 144 under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering US Securities Laws and that the Shares have not been and are not being registered under such laws the US Securities Laws or any state securities laws, and applicable regulations such Shares may not be resold without offered for sale, sold, assigned or transferred unless subsequently registered thereunder or sold, assigned or transferred pursuant to an exemption from registration under the US Securities Act only in certain limited circumstances. In this connection, such Purchaser represents that it is familiar with Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities ActLaws.
Appears in 2 contracts
Samples: Share Purchase Agreement (China Biologic Products, Inc.), Share Purchase Agreement (Warburg Pincus Private Equity X, L.P.)
Restricted Shares. The Purchaser understands that the Shares are will be 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 private placement under Section 4(a)(2) of the 1933 Act and that that, under such laws and applicable regulations regulations, such Shares may be resold without registration under the Securities 1933 Act only in certain limited circumstances. In this connection, such Purchaser represents that it is familiar with Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.
Appears in 2 contracts
Samples: Subscription Agreement (Mirum Pharmaceuticals, Inc.), Subscription Agreement (Mirum Pharmaceuticals, Inc.)
Restricted Shares. Purchaser Such Investor understands that the Shares are characterized as “restricted securities” under the U.S. 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 such Shares securities may be resold without registration under the Securities 1933 Act only in certain limited circumstances. In this connection, such Purchaser represents that it is familiar with Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.
Appears in 2 contracts
Samples: Bridge Note Purchase Agreement (Corgi International LTD), Securities Exchange Agreement (Corgi International LTD)
Restricted Shares. Each Manager Purchaser understands and acknowledges that the Shares being acquired pursuant hereto 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 such Shares securities may not be resold without registration under the Securities Act only Act, except in certain limited circumstances. In this connection, such The Manager Purchaser represents that it is familiar with Rule 144144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.
Appears in 2 contracts
Samples: Management Purchase Agreement (Trade Street Residential, Inc.), Management Purchase Agreement (Trade Street Residential, Inc.)
Restricted Shares. The Initial Purchaser understands that the Shares are characterized as “restricted securitiesshares” 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 such Shares shares may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Purchaser represents that it is familiar with Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.
Appears in 2 contracts
Samples: Purchase Agreement (First Industrial Realty Trust Inc), Purchase Agreement (Weingarten Realty Investors /Tx/)
Restricted Shares. Purchaser understands that the Shares 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 such Shares securities may be resold without registration under the Securities Act of 1933, as amended (the “Act”), only in certain limited circumstances. In this connection, such Purchaser represents that it he is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.
Appears in 1 contract
Restricted Shares. Purchaser The Investor understands that the Shares are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company Corporation in a transaction not involving a public offering and that under such laws and applicable regulations such Shares securities may not be resold without registration under the Securities Act only Act, except in certain limited circumstances. In this connection, such Purchaser represents that it The Investor is familiar with Rule 144144 promulgated under the Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.
Appears in 1 contract
Restricted Shares. Purchaser The Investor understands that the Shares being acquired pursuant hereto are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company Corporation in a transaction not involving a public offering and that under such laws and applicable regulations such Shares securities may not be resold without registration under the Securities Act only Act, except in certain limited circumstances. In this connection, such Purchaser represents that it is familiar with Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.
Appears in 1 contract
Samples: Securities Purchase Agreement (Western Alliance Bancorporation)
Restricted Shares. Purchaser understands that the Shares 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 such Shares may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Purchaser represents that it is familiar with Rule 144, as presently in effect, and understands the resale limitations imposed thereby (including by paragraph (i) of Rule 144) and by the Securities Act.
Appears in 1 contract
Samples: Securities Purchase Agreement (Bolt Projects Holdings, Inc.)
Restricted Shares. Purchaser Holder understands that the Shares it is purchasing are characterized as “restricted securities” under the federal securities laws Laws, inasmuch as they are being acquired from the Company in a transaction not involving a public offering offering, and that under such laws Laws and applicable regulations such Shares securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Purchaser Holder represents that it is familiar knowledgeable with respect to Rule 144, as presently in effect, and understands 144 of the resale limitations imposed thereby and by SEC promulgated under the Securities Act.
Appears in 1 contract
Samples: Securities Exchange Agreement (Hall of Fame Resort & Entertainment Co)
Restricted Shares. Purchaser Such Lender understands that the Shares are characterized as “"restricted securities” " under the U.S. federal securities laws inasmuch as they are being acquired from the Company Borrower in a transaction not involving a public offering and that under such laws and applicable regulations such Shares securities may be resold without registration under the Securities 1933 Act only in certain limited circumstances. In this connection, such Purchaser represents that it is familiar with Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.
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Restricted Shares. Purchaser Such Investor understands that the Shares are characterized as “"restricted securities” " under the U.S. 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 such Shares securities may be resold without registration under the Securities 1933 Act only in certain limited circumstances. In this connection, such Purchaser represents that it is familiar with Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.
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Restricted Shares. Purchaser The Investor understands that the Purchase Shares are characterized as will be “restricted securitiesshares” under the federal securities laws inasmuch as they are being will be acquired from the Company in a transaction not involving a public offering and that under such the applicable laws rules and applicable regulations such regulations, the Purchase Shares may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Purchaser represents that it is familiar with Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Healthcare Trust, Inc.)
Restricted Shares. Such Purchaser acknowledges that the Sale Shares are “restricted securities” as defined in Rule 144 under the Securities Act. Such Purchaser understands that the Sale Shares shall bear a restrictive legend unless such Sale Shares are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in sold pursuant to a transaction not involving a public offering and registration statement that under such laws and applicable regulations such Shares may be resold without registration has been declared effective under the Securities Act only in certain limited circumstances. In this connection, (and which continues to be effective at the time of such Purchaser represents that it is familiar with transfer) or pursuant to Rule 144, as presently 144 under the Securities Act or any similar provision then in effect, and understands the resale limitations imposed thereby and by the Securities Act.
Appears in 1 contract
Samples: Share Purchase Agreement (Warburg Pincus Private Equity X, L.P.)
Restricted Shares. The Purchaser understands that the Shares 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 such Shares may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such the Purchaser represents that it is familiar with Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.
Appears in 1 contract
Samples: Stock Purchase Agreement (Gritstone Oncology, Inc.)
Restricted Shares. Purchaser understands The Purchasers acknowledge that the Shares are characterized “Restricted Securities” as “restricted securities” defined by rule 144(a) promulgated under the federal securities laws inasmuch as they Act. Purchasers agree and acknowledge that the Shares are being acquired from the Company in a transaction purchased for investment purposes only and not involving a public offering and that under such laws and applicable regulations such Shares may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Purchaser represents that it is familiar with Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Actfor resale.
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