Securities Law Restrictions on Transfer. The Holder, by acceptance hereof, agrees that, absent an effective registration statement filed with the SEC under the Securities Act covering the disposition or sale of this Warrant or the Common Stock issued or issuable upon exercise hereof, and registration or qualification under applicable state securities laws, such Holder will not sell, transfer, pledge, or hypothecate any or any portion of this Warrant or Common Stock, as the case may be, unless either (i) the Company has received an opinion of counsel, in form and substance reasonably satisfactory to the Company, to the effect that such registration is not required in connection with such disposition or (ii) the sale of such securities is made pursuant to Rule 144.
Securities Law Restrictions on Transfer. The Buyer understands that Buyer may not transfer any Shares unless such Shares are registered under the 1933 Act or qualified under the applicable securities laws or unless an exemption from such registration and qualification requirements is available. The Buyer understands that only the Company may file a registration statement with the SEC or applicable securities commissioners. The Buyer has also been advised that exemptions from registration and qualification may not be available or may not permit the Buyer to transfer all or any of the Shares in the amounts or at the times proposed by the Buyer.
Securities Law Restrictions on Transfer. Regardless of whether the offering and sale of Shares under the Plan have been registered under the Securities Act or have been registered or qualified under the securities laws of any state, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary or desirable in order to achieve compliance with the Securities Act, the securities laws of any state or any other law.
Securities Law Restrictions on Transfer. Transferee understands that Transferee may not transfer any Shares unless such Shares are registered under the 1933 Act or qualified under the Law or other applicable securities laws or unless, in the opinion of counsel to the Company, exemptions from such registration and qualification requirements are available. Transferee understands that only the Company may file a registration statement with the SEC or the California Commissioner of Corporations or other applicable securities commissioners and that the Company is under no obligation to do so with respect to the Shares. Transferee has also been advised that exemptions from registration and qualification may not be available or may not permit Transferee to transfer all or any of the Shares in the amounts or at the times proposed by Transferee.
Securities Law Restrictions on Transfer. The Undersigned acknowledges that:
(a) In reliance upon the representations and warranties set forth herein, none of the Shares have been registered under federal law with the United States Securities and Exchange Commission ("SEC") or under applicable state law registration requirements and, accordingly, may not be offered, sold, or otherwise transferred, except in compliance with the applicable federal and state law;
(b) The Undersigned must bear the economic risk of the Undersigned's investment in the Shares in definitely, unless the Shares are registered pursuant to the Securities Act and applicable state law or, in the opinion of counsel in the form and substance satisfactory to The Company, an exemption from the registration requirement is available;
(c) The Undersigned cannot be assured that any exemption from the registration requirement of the Securities Act and applicable state law will be available should the Undersigned desire to transfer any of the Shares, and, therefore, the Undersigned may not be able to dispose of or otherwise transfer the Shares under the circumstances, in the amounts, or at the times proposed by the Undersigned;
(d) Rule 144 promulgated by the SEC under the Securities Act, which provides for certain limited, routine sales of unregistered securities, may not be available with respect to the Shares, and the Company is presently under no obligation to furnish the information that might be necessary to enable the Undersigned to sell any of the Shares under Rule 144;
(e) Only the Company may file a registration statement with the SEC, and the Company is under no obligation to do so with respect to any of the Shares; and
(f) The Undersigned understands that the Shares may each bear a legend substantially similar to the following, in addition to any other legends required by federal or state laws: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OR, IN THE OPINION OF COUNSEL IN FORM AND SUBSTANCE AND SATISFACTORY TO THE ISSUER OF THE SECURITIES, SUCH OFFER, SALE, TRANSFER, PLEDGE, OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.
Securities Law Restrictions on Transfer. Buyer understands and acknowledges that, in reliance upon the representations and warranties made by Seller herein, the Securities are not being registered with the Securities and Exchange Commission (“SEC”) under the 1933 Act or being qualified under the California Corporate Securities Law of 1968, as amended (the “Law”), but instead are being transferred under exemptions from the registration and qualification requirements of the 1933 Act and the Law or other applicable securities laws which impose certain restrictions on Buyer’s ability to transfer the Securities.
Securities Law Restrictions on Transfer. Each Seller Party understands that it may not transfer any Buyer Shares unless such Buyer Shares are registered under the Securities Act or registered or qualified under other applicable securities laws or unless, in the reasonable opinion of counsel for the Buyer, exemptions from such registration and qualification requirements are available. Each Seller Party further understands that only the Buyer may file a registration statement with the SEC or other applicable securities commissioners and that the Buyer is under no obligation to do so with respect to the Buyer Shares other than as set forth in this Agreement. Each Seller Party has also been advised that exemptions from registration and qualification may not be available or may not permit the Seller Party to transfer all or any of the Buyer Shares in the amounts or at the times proposed by the Seller Party.
Securities Law Restrictions on Transfer. Each of Glu and Purchaser understands that Purchaser may not transfer any Transferred Shares unless such Transferred Shares are registered under the 1933 Act or qualified under the Law or other applicable securities laws or unless exemptions from such registration and qualification requirements are available. Each of Glu and Purchaser understands that only the Company may file a registration statement with the SEC or the California Commissioner of Corporations or other applicable securities commissioners and that the Company is under no obligation to do so with respect to the Transferred Shares. Each of Glu and Purchaser has also been advised that exemptions from registration and qualification may not be available or may not permit Purchaser to transfer all or any of the Transferred Shares in the amounts or at the times proposed by Purchaser.
Securities Law Restrictions on Transfer. The Undersigned acknowledges that:
Securities Law Restrictions on Transfer. The Purchaser understands that the Purchaser may not transfer any Securities unless such Securities are registered under the 1933 Act or qualified under Blue Sky Laws or other applicable securities laws or unless, in the opinion of counsel to the Company, exemptions from such registration and qualification requirements are available. The Purchaser understands that only the Company may file a registration statement with the SEC or applicable state or other securities commissioners and that the Company is under no obligation to do so with respect to the Securities. The Purchaser has also been advised that exemptions from registration and qualification may not be available or may not permit the Purchaser to transfer all or any of the Securities in the amounts or at the times proposed by the Purchaser.
