Securities Law Considerations. NO REGISTRATION/RESTRICTION ON SALE. THE PARTNERSHIP INTERESTS HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, NOR HAVE THEY BEEN REGISTERED WITH THE SECURITIES COMMISSION OF ANY OTHER APPLICABLE STATE, INCLUDING WITHOUT LIMITATION THE STATE OF TEXAS. THE PARTNERSHIP INTERESTS MAY BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND IN A TRANSACTION WHICH IS EITHER EXEMPT FROM REGISTRATION UNDER SUCH ACTS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACTS.
Securities Law Considerations a) The shares of Stock to be issued under the Plan have been registered under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-8. Notwithstanding the above, the Company shall not be obligated to take any other action in order to cause the issuance of the shares of Stock under this Agreement to comply with any law.
b) The Executive, by accepting this contingent award of the Stock, does hereby represent that, by virtue of his position with the Company, the Executive has access to the kind of financial and other information about the Company as would be contained in a registration statement filed under the Securities Act.
c) The provisions of this Section 13(c) shall apply to this contingent award of Stock except to the extent that, in the opinion of counsel for the Company, such provisions are not required by the Securities Act or any other applicable law, regulation or rule of any governmental agency. The Executive hereby represents, warrants and covenants that:
(i) The shares of Stock shall be acquired for the Executive’s account for investment only and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act or any rule or regulation under the Securities Act.
(ii) The Executive has had such opportunity as he has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Executive to evaluate the merits and risks of his investment in shares of common stock of the Company.
(v) The Executive is able to bear the economic risk of holding the shares of Stock for an indefinite period.
(vi) The shares of Stock have been registered under the Securities Act on Form S-8. Because the shares were registered, they are not restricted securities for purposes of Rule 144. However, if the Executive is an affiliate of the Company for purposes of Rule 144, the shares will constitute affiliate shares for purposes of Rule 144. According to Rule 144(b)(2), shares owned by an affiliate are subject to the following restrictions of Rule 144: (i) adequate current public information regarding the Company must be available; (ii) the amount of securities sold by the affiliate during a three month period cannot exceed the greater of one percent (1%) of the Company's issued and outstanding shares of common stock or the average weekly trading volume of the Company's common stock during the preceding four week period; (iii) the shares must be sold in a brok...
Securities Law Considerations. Notwithstanding anything to the contrary in this Section 4.4, in the event the consideration to be paid for Shares that are to be sold pursuant to this Section 4.4 includes any securities, and the receipt thereof by a Tag-Along Stockholder would require under applicable law (a) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the Transfer pursuant to this Section 4.4 by the Stockholder Sellers, or (b) the provision to any Tag-Along Stockholder of any specified information regarding the Company or any of its Subsidiaries, such securities or the issuer thereof that is not otherwise required to be provided for such Transfer pursuant to this Section 4.4 by the Stockholder Sellers, then (x) if such Tag-Along Stockholder is not a Financial Investor, such Tag-Along Stockholder shall not have the option to sell Shares in such proposed Transfer pursuant to this Section 4.4, and (y) if such Tag-Along Stockholder is a Financial Investor and the Proposed Transferee is not willing to effect such registration or provide such information, such Tag-Along Stockholder shall have the option to sell Shares in such proposed Transfer and receive in lieu of such securities cash in an amount equal to the Fair Market Value of such Shares as of the date such securities otherwise would have been issued. In such event, the Stockholder Sellers shall have the right, but not the obligation, to cause to be paid to such Tag-Along Stockholder in lieu of such securities, against surrender of the Shares which would have otherwise been sold by such Tag-Along Stockholder to the Proposed Transferee in the proposed Transfer, an amount in cash equal to the Fair Market Value of such Shares as of the date such securities otherwise would have been issued in exchange for such Shares.
Securities Law Considerations. The Buyer represents that the Shares are being acquired for investment for the Buyer's own account, with no present intention of reselling or otherwise disposing of any portion of the
Securities Law Considerations. If at any time during the term of the Option, the Company shall be advised by its counsel that Shares issuable upon exercise of the Option are required to be registered under the Federal Securities Act of 1933, as amended (the “1933 Act”), or under applicable state securities laws, or that delivery of such Shares must be accompanied or preceded by a prospectus meeting the requirements of the 1933 Act or of any applicable state securities laws, issuance of Shares by the Company may be deferred until such registration is effected or a prospectus available or an appropriate exemption from registration is secured. The Employee shall have no interest in the Shares covered by this Option unless and until such Shares are issued. The Employee agrees and acknowledges that the Option may not be exercised unless the foregoing conditions are satisfied.
Securities Law Considerations. Each party is aware, and will advise its employees, consultants and agents who are informed of the matters that are the subject of this Agreement, of the restrictions imposed by the United States securities laws on the purchase and sale of securities by any person who has received material, non-public information from the issuer of such securities and on the communication of such information to any other person when if is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information.
Securities Law Considerations. In the event that the issuance of Additional Securities to an Applicable Holder would require under applicable Law the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for such issuance, such Applicable Holder shall not have the right to participate in the issuance. Without limiting the generality of the foregoing, it is understood and agreed that neither the Applicable Holders nor the Company shall be under any obligation to effect a registration of such securities under the Securities Act or similar state statutes except as otherwise specifically provided herein.
Securities Law Considerations. THE PLAN AND PARTICIPATIONS THEREUNDER HAVE NOT BEEN REGISTERED WITH OR APPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES REGULATORY AUTHORITY OF ANY STATE, NOR HAS SUCH COMMISSION OR THE REGULATORY AUTHORITY OF ANY STATE PASSED UPON THE ACCURACY OR ADEQUACY OF THE PLAN DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE PLAN AND PARTICIPATIONS THEREUNDER ARE BEING OFFERED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION PROVIDED BY REGULATION D UNDER THE SECURITIES ACT. NO PUBLIC OR OTHER MARKET WILL DEVELOP FOR THE PLAN OR PARTICIPATION THEREUNDER. THE PLAN AND PARTICIPATIONS THEREUNDER ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER. PARTICIPATIONS IN THE PLAN WILL BE ILLIQUID. AS A RESULT, PROSPECTIVE PARTICIPANTS SHOULD INVEST IN THE PLAN ONLY IF THEY CAN BEAR FOR AN INDEFINITE PERIOD OF TIME THE ECONOMIC RISKS ASSOCIATED WITH AN ILLIQUID INVESTMENT. IN MAKING AN INVESTMENT DECISION, PROSPECTIVE PLAN PARTICIPANTS MUST RELY ON THEIR OWN EXAMINATION OF THE PLAN AND THE TERMS THEREOF, INCLUDING THE MERITS AND RISKS INVOLVED. PARTICIPATION IN THE PLAN HAS NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. PROSPECTIVE PARTICIPANTS ARE NOT TO CONSTRUE THE CONTENTS OF THE PLAN DOCUMENT AS INVESTMENT, TAX OR LEGAL ADVICE. THE PLAN DOCUMENT, AS WELL AS THE NATURE OF THE INVESTMENT, SHOULD BE REVIEWED BY EACH PROSPECTIVE PARTICIPANT’S INVESTMENT AND TAX ADVISER, ACCOUNTANT AND LEGAL COUNSEL. EACH PARTICIPANT WILL BE REQUIRED TO REPRESENT IN SUCH PARTICIPANT’S LETTER OF PARTICIPATION THAT SUCH PARTICIPANT UNDERSTANDS THE RISKS ASSOCIATED WITH AN INVESTMENT IN THE PLAN, IS CAPABLE OF BEARING SUCH RISKS AND HAS NOT RELIED UPON THE PLAN’S SPONSOR FOR INVESTMENT, TAX, ACCOUNTING OR LEGAL ADVICE, AND THAT THE PARTICIPANT HAS RELIED ONLY ON SUCH PARTICIPANT’S OWN ADVISERS FOR SUCH ADVICE. THIS PLAN DOCUMENT HAS BEEN PREPARED SOLELY FOR THE BENEFIT OF PROSPECTIVE PARTICIPANTS IN THE PLAN AND CONSTITUTES AN OFFER ONLY TO THE PROSPECTIVE PARTICIPANT TO WHOM IT WAS DELIVERED BY THE SPONSOR. EACH PROSPECTIVE PLAN PARTICIPANT, BY ACCEPTING DELIVERY OF THIS PLAN DOCUMENT, AGREES TO RETURN IT AND ALL OTHER RELATED DOCUMENTS TO THE SPONSOR AT ITS REQUEST IF THE PROSPECTIVE PARTICIPANT DECIDES NOT ...
Securities Law Considerations. The issuance of the Common Shares upon exchange of the Trust Shares is intended to be exempt from registration pursuant to Section 3(a)(9) of the Securities Act. Since the Investor has held the Trust Shares for a sufficient period of time under Rule 144 promulgated pursuant to the Exchange Act such that the Trust Shares would be freely tradable by the Investor, all the Common Shares issued to the Investor pursuant to this Agreement will be freely tradable under U.S. securities laws by such Investor. The Company shall cooperate with the Investor to effect any transfer of the Common Shares by the Investor and to facilitate the timely preparation and delivery of certificates representing Common Shares to be delivered to any transferee of the Investor, which certificates shall be free, to the extent permitted under law, of all restrictive legends, and to enable such Common Shares to be in such denominations and registered in such names as the Investor may reasonably request.
Securities Law Considerations. The CVRs are not securities and are non-transferable except for certain limited permitted transfers as set forth in the CVR Agreement. The CVRs are not subject to registration under the Securities Laws or any other applicable law.
