Restrictions on Resale or Transfer. (a) The Units, Shares, Warrants and Warrant Shares have not been registered under the Securities Act or any state securities laws, and may not be sold or transferred unless (i) such sale or transfer is subsequently registered thereunder; (ii) the undersigned shall have delivered to the Company an opinion of counsel (which opinion and counsel shall be reasonably acceptable to the Company) to the effect that the securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the securities are sold pursuant to Rule 144 promulgated under the Securities Act (or a successor rule).
Restrictions on Resale or Transfer. The Interests have not been registered under the Securities Act or any state securities laws, and may not be sold, pledged, assigned or transferred unless, in addition to the transfer restrictions set forth above, (i) such sale or transfer is subsequently registered thereunder; (ii) the undersigned shall have delivered to the Company an opinion of counsel (which opinion and counsel shall be reasonably acceptable to the Company) to the effect that the Interests to be sold or transferred may be sold or transferred without violating the registration provisions of the Securities Act and any applicable state statutes; (iii) such sale or transfer will not result in the loss of any license or regulatory approval or exemption that has been obtained by the Company, or result in a default under or breach or termination of any contract to which the Company is a party; and (iv) the Company is reimbursed upon request for its reasonable expenses in connection with the transfer.
Restrictions on Resale or Transfer. The Investor will not transfer or pledge any or all of the Shares in violation of the Securities Act or any applicable Blue Sky Laws and in the event that the Investor pledges any of the Shares, the Investor will advise the pledgee of the transfer restrictions imposed on the Shares by this Agreement and will use his best efforts to obtain an undertaking from such pledgee not to transfer such Shares in violation of the Securities Act or applicable Blue Sky Laws.
Restrictions on Resale or Transfer. (a) The Borrower may not sell or otherwise transfer any of the Shares for two (2) years after the date of this Loan Agreement. After two (2) years from the date of this Loan Agreement, the Borrower may sell or transfer up to one-third of the Shares. After three (3) years from the date of this Loan Agreement, the Borrower may sell or transfer an additional one-third of the Shares. After five (5) years from the date of this Loan Agreement, the Borrower may sell or transfer the remaining one-third of the Shares. The restrictions on sale or transfer of the Shares in this Section 1.3(a) shall apply even if the Loan is repaid in full.
Restrictions on Resale or Transfer. The Small & Medium Business or Startup Securities are issued in a transaction exempt from registration under the 1933 Act and are not registered thereunder or any other law of the United States, or under the securities laws of any state or other jurisdiction. Small & Medium Business or Startup Securities purchased through the App or Site in Reg Crowdfunding Offerings cannot be resold, pledged, assigned or otherwise disposed of during the one-year period starting with the date of purchase, unless they are sold or transferred: (1) to the Small & Medium Business or Startup itself; (2) to an "accredited investor" (as defined in as defined in Regulation D under the 0000 Xxx); (3) in connection with a registered offering of the Small & Medium Business or Startup Securities with the SEC; (4) to a family member of the Investor, or to a trust of the Investor or one of its family members; or (5) in connection with the Investor’s death or divorce. However, even if you are able to sell or transfer your Small & Medium Business or Startup Securities, there is a limited market for the sale of Small & Medium Business or Startup Securities, and there is no guarantee that a market will develop in the future for the Small & Medium Business or Startup Securities you purchase. Therefore, if you require liquidity in your investment, you should not invest in a Small & Medium Business or Startup.
Restrictions on Resale or Transfer. (a) The Units, Shares, Warrants and Warrant Shares have not been registered under the Securities Act or any state securities laws, and may not be sold or transferred unless (i) such sale or transfer is subsequently registered thereunder; (ii) the undersigned shall have delivered to the Company an opinion of counsel (which opinion and counsel shall be reasonably acceptable to the Company) to the effect that the securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the securities are sold pursuant to the resale restrictions in Regulation S. The undersigned agrees not to engage in hedging transaction with regard to the securities unless in compliance with the Securities Act. The legend set forth in Section 6(b) below shall not be removed from the certificate(s) representing the Shares and the Warrant Shares and the Warrants under Regulation S until one year from the date of purchase unless the Shares and the Warrant Shares represented thereby have been registered under the Securities Act.
Restrictions on Resale or Transfer. (a) The Units, Shares, Warrants and shares of common stock issuable upon exercise of the Warrants (the “Warrant Shares”) have not been registered under the Securities Act or any state securities laws, and may not be sold or transferred unless (i) such sale or transfer is subsequently registered thereunder; (ii) the undersigned shall have delivered to the Company an opinion of counsel (which opinion and counsel shall be reasonably acceptable to the Company) to the effect that the securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the securities are sold pursuant to Rule 144 promulgated under the Securities Act (or a successor rule).
Restrictions on Resale or Transfer. The Investor will not resell or otherwise transfer or pledge any or all of the Shares nor any shares of Common Stock acquired pursuant to the Purchase Agreements except in accordance with Regulation S promulgated by the SEC, with the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), or any exemption thereto, with any applicable Blue Sky Laws, and with the Stockholders Agreement. The Corporation will not register any transfer of the Shares in violation of this Section 7.1 and will instruct any transfer agent that it may appoint in the future not to effect any such transfer.
Restrictions on Resale or Transfer. The Investor will not transfer or pledge any or all of the Investor Shares in violation of the Securityholders' Agreement or the Securities Act or any applicable Blue Sky Laws and in the event that the Investor pledges any of the Investor Shares to a person or entity other than the Company or another party to the Securityholders' Agreement (to the extent permitted under the Securityholders' Agreement, the Securities Act and any applicable Blue Sky Laws), the Investor will comply with the Securityholders' Agreement in connection therewith, will advise the pledgee of the transfer restrictions imposed on the Investor Shares by this Investment Agreement and will use his or her best efforts to obtain an undertaking from such pledgee not to transfer such Investor Shares in violation of the Securities Act or applicable Blue Sky Laws.
Restrictions on Resale or Transfer. (a) The Notes and Note Shares have not been registered under the Securities Act or any state securities laws, and may not be sold or transferred unless (i) such sale or transfer is subsequently registered thereunder; (ii) the undersigned shall have delivered to the Company an opinion of counsel (which opinion and counsel shall be reasonably acceptable to the Company) to the effect that the securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the securities are sold pursuant to the resale restrictions under Rule 144. The undersigned agrees not to engage in hedging transaction with regard to the securities unless in compliance with the Securities Act.
