Common use of Securities Act Matters Clause in Contracts

Securities Act Matters. (a) Each of the Agent and the Lenders hereby acknowledges and agrees that: the Loans have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state; the Loans are being made in reliance on exemptions from the registration requirements of the Securities Act and applicable state securities laws; the Loans have not been approved or disapproved by the Securities and Exchange Commission (the "Commission"), any state securities commission or other regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the credit facility established hereby or the accuracy or adequacy of the Summary Business Plan Overview of the Borrower, dated March 1996, and that any representation to the contrary is unlawful; the Loans are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws pursuant to registration or exemption therefrom; any promissory notes evidencing the Loans will bear a legend referring to the foregoing restrictions; and because of such restrictions, no secondary trading market for the Loans is expected to develop, and Lenders must bear the risk of their investment for an indefinite amount of time.

Securities Act Matters. (a) Each of the Agent and the Lenders Debt Holders hereby acknowledges and agrees that: that the Loans Shares and New Warrants have not been and will not be registered under the Securities Act of 1933, as amended (the "“Securities Act"”), or the securities laws of any state; the Loans Shares and the New Warrants are being made sold in reliance on exemptions from the registration requirements of the Securities Act and applicable state securities laws; the Loans Shares and the New Warrants have not been approved or disapproved by the Securities and Exchange Commission (the "Commission")SEC, any state securities commission or other regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the credit facility established hereby or Shares and the accuracy or adequacy of the Summary Business Plan Overview of the Borrower, dated March 1996, New Warrants and that any representation to the contrary is unlawful; the Loans Shares and the New Warrants are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws pursuant to registration or exemption therefromtherefrom and consistent with Section 6.2(b) hereunder; any promissory notes certificates evidencing the Loans Shares and the New Warrants will bear a legend referring to the foregoing restrictionsrestrictions for as long as such restrictions apply; and because of such restrictions, no secondary trading market for the Loans Shares and the New Warrants is expected to develop, and Lenders Debt Holders must bear the risk of their investment for an indefinite amount of time.