Restricted Transferability. Such Purchaser acknowledges that the Securities are being offered and sold hereunder in a private placement that is exempt from the registration requirements of the Securities Act and that certificates or other instruments for the Securities will bear the legend set forth in Section 3.02(f) below.
Restricted Transferability. Purchaser acknowledges that the Shares and the shares of Common Stock issuable upon conversion thereof are being offered and sold hereunder in a private placement that is exempt from the registration requirements of the Securities Act and that certificates for such Shares will bear the legend referred to in Section 6.2 below.
Restricted Transferability a. No Series A Preferred Unitholder may Dispose of its Series A Preferred Units to a Person other than a Permitted Transferee without the consent of the General Partner, such consent not to be unreasonably withheld. The General Partner shall have the right to cause the Partnership to purchase all of the Series A Preferred Units proposed to be Disposed of by such Series A Preferred Unitholder for the minimum price per Series A Preferred Unit for which such Series A Preferred Unitholder offers to sell its Series A Preferred Units. If the Partnership does not elect to purchase all of the disposing Series A Preferred Unitholder’s offered Series A Preferred Units in accordance with this Paragraph 12(a), the disposing Series A Preferred Unitholder shall then have 90 days within which to Dispose of the offered Series A Preferred Units to a Partner or Partners or a third party for a price at least equal to that described in its offer to the Partnership. The assignee in any such Disposition shall be permitted to assume all of the rights and obligations of the selling Series A Preferred Unitholder. The General Partner must, if it desires to purchase the Series A Preferred Units being offered, exercise its rights pursuant to this Paragraph 12(a) within 15 Business Days following receipt from a Series A Preferred Unitholder of its offer to sell its Series A Preferred Units.
Restricted Transferability. Purchaser acknowledges and understands that it must bear the economic risk of an investment in the Shares and Other Shares being acquired pursuant hereto for an indefinite period of time since such securities have not been registered under the Securities Act and, therefore, cannot be sold unless they are either subsequently registered under the Securities Act or an exemption from such registration is available and favorable opinions of counsel in form and substance reasonably satisfactory to Company to that effect are obtained; are acquiring the Shares and Other Shares for investment and not with a view towards distribution; (however, this shall not preclude the resale of the Shares or the Other Shares to the public subsequent to the Closing Date pursuant to an effective registration statement as contemplated in the Shareholders Agreement; and the certificates representing the Shares and Other Shares (unless such securities have been registered) shall bear on their face a legend in substantially the following form: "The shares represented by this Certificate have not been registered under the Securities Act of 1933. They may not be transferred without an effective registration statement for such shares under the Securities Act of 1933 or an opinion of counsel reasonably satisfactory to the Corporation that registration is not required under such Act."
Restricted Transferability. Optionee understands and acknowledges that no granted option or the shares to be issued upon its exercise have been or will be registered under the Securities Act of 1933 or any state securities law. Optionee understands that certificates representing the shares to be issued upon the exercise of the options will bear customary legends restricting transfer of the shares when issued and will not be freely transferable.
Restricted Transferability. The Warrants and the Warrant Stock shall -------------------------- not be transferred, hypothecated or assigned except after satisfaction of the conditions specified in this Article 6, which conditions are intended to insure compliance with the provisions of the Securities Act with respect to the Transfer of any Warrant or any Warrant Stock. Holder, by acceptance of this Warrant, agrees to be bound by the provisions of this Article 6 and to indemnify and hold harmless the Company against loss resulting from the Transfer of the Warrant Stock in violation of the restrictions on transferability set forth in this Article 6.
Restricted Transferability. The Shareholder understands and recognizes that it must bear the economic risk of an investment in the New Shares for an indefinite period of time, since such shares have not been registered under the Securities Act, and therefore, cannot be sold unless they are either subsequently registered under the Securities Act or an exemption from such registration is available and favorable opinions of counsel in form and substance satisfactory to the Acquirer to that effect are obtained, and the certificates representing any securities shall bear on their face a legend, in substantially the following form: The shares represented by this Certificate have not been registered under the Securities Act of 1933. These shares have been acquired for investment and not for distribution or resale. They may not be mortgaged, pledged, hypothecated or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 or unless an exemption from such registration provisions has been established or unless sold pursuant to Rule 144 under such Act.
Restricted Transferability. Such Purchaser acknowledges that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available, and that certificates for such Shares will bear the legend referred to in the Registration Rights Agreement.
Restricted Transferability. Purchaser acknowledges that the Shares and the Conversion Shares issuable upon the conversion of the PS Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. It is understood that the certificates evidencing the Shares and the Conversion Shares issuable upon the conversion of the PS Shares may bear one or all of the following legends:
(a) These securities have not been registered under the Securities Act of 1933 or any applicable state securities laws. They may not be sold, offered for sale, 12 13 pledged or hypothecated in the absence of a registration statement in effect with respect to the securities under such Securities Act or an opinion of counsel reasonably satisfactory to the Company that such registration is not required or unless sold pursuant to an exemption to such Securities Act."
(b) A statement of all the designations, preferences, rights and qualifications, limitations or restrictions granted to or imposed upon the respective classes and/or series of shares of stock of the Company and upon the holders thereof may be obtained by any shareholder upon request and without charge, at the principal office of the Company."
(c) The shares evidenced by this certificate are subject to the terms and conditions of a certain Stockholders Agreement which includes a voting agreement. Copies of the Stockholders Agreement may be obtained upon written request to the Company's secretary."
(d) Any legend required by any applicable securities laws of any state.
Restricted Transferability. This Warrant may not be transferred other than pursuant to a valid exemption from (based upon an opinion of counsel satisfactory to the Corporation), or registration statement under, the Act and applicable state securities laws.
