Securities Laws Matters. Each Member acknowledges receipt of advice from the Company that (i) the Interests have not been registered under the Securities Act or qualified under any state securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the Interests, (iii) the Interests must be held indefinitely and such Member must continue to bear the economic risk of the investment in the Interests unless the Interests are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect to sales of any securities of the Company and the Company has made no covenant to make Rule 144 available and Rule 144 is not anticipated to be available in the foreseeable future, (v) when and if the Interests may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule and the provisions of this Agreement, (vi) if the exemption afforded by Rule 144 is not available, public sale of the Interests without registration will require the availability of an exemption under the Securities Act, (vii) restrictive legends shall be placed on any certificate representing the Interests and (viii) a notation shall be made in the appropriate records of the Company indicating that the Interests are subject to restrictions on transfer and, if the Company should in the future engage the services of a transfer agent, appropriate stop-transfer instructions will be issued to such transfer agent with respect to the Interests.
Securities Laws Matters. (i) Neither the Company nor the Trust, nor any of their “Affiliates” (as defined in Rule 501(b) of Regulation D under the Securities Act (“Regulation D”)), nor any person acting on any of their behalf (except for the Placement Agent, as to which neither the Company nor the Trust make any representation) has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Securities.
Securities Laws Matters. (a) Since January 1, 2016, CFC has filed or furnished all forms, documents and reports required to be filed or furnished with the SEC under the Securities Act or the Exchange Act (collectively with any amendments thereto, but excluding the Joint Proxy Statement/Prospectus and the Form S-4, the “CFC SEC Reports”). Each of the CFC SEC Reports, in each case as of its filing or furnishing date, or, if amended, as finally amended prior to the date of this Agreement (with respect to those CFC SEC Reports filed or furnished prior to the date of this Agreement), has complied as to form with the applicable requirements of the Securities Act and the Exchange Act, and none of the CFC SEC Reports, when filed or furnished or, if amended, as finally amended prior to the date of this Agreement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the CFC Subsidiaries are or ever have been required to file periodic reports with the SEC. As of the date of this Agreement, there are no material outstanding or unresolved comments received from the SEC with respect to any of the CFC SEC Reports.
Securities Laws Matters. Notwithstanding anything to the contrary herein, in the Agreement or in the Equity Definitions, if Dealer reasonably determines, based on advice of counsel and following consultation with counsel to Counterparty, (x) on account of the adoption, promulgation or effectiveness of, or any change in, any applicable law, rule or regulation or the formal or informal interpretation thereof by the Securities and Exchange Commission or its staff, following the Trade Date, that any Shares delivered or to be delivered to Dealer by Counterparty in respect of the Transaction that otherwise would be used to close out open Share borrowings from third-party stock lenders (other than Counterparty) created in the course of Dealer’s hedging activities related to its exposure under the Transaction as described in Section 3(b) above may not be used to close out such open Share borrowings or (y) within six months (or, if the Issuer does not satisfy the information requirements of Rule 144(c), up to twelve months) following the Trade Date, Counterparty has revoked the Rehypothecation right and a Counterparty Payment Event occurs that Counterparty does not elect to settle in cash and the related Shares delivered or to be delivered to Dealer by Counterparty in respect of the Transaction would not be freely tradable under Section 5 of the Securities Act, in either case of clauses (x) and (y), then any required delivery of Shares (the “Restricted Shares”) by Counterparty shall be effected pursuant to the following paragraph, unless waived by Dealer. Any delivery of Restricted Shares by Counterparty to Dealer (a “Private Placement Settlement”) shall be effected in accordance with customary private placement procedures with respect to such Restricted Shares reasonably acceptable to Dealer (it being understood that Counterparty will not be required to, but, if requested by Dealer, Counterparty shall use commercially reasonable efforts to, cause to be certificated or legended, as applicable, any Restricted Shares not in certificated form or bearing a restrictive legend, as applicable). On the date of such delivery, Counterparty shall not have taken, or caused to be taken, any action that would make unavailable the “Section 4(1 1⁄2)” exemption from Securities Act registration for the private placement by Dealer (or its affiliate) of such Restricted Shares. Counterparty and Dealer (or its affiliate) shall execute an agreement containing customary representations, covenants, indemnities to ...
Securities Laws Matters. The Investment Entity, for itself and each of the Members, acknowledges that (i) DF REIT and the OP intend the offer and issuance of any OP Units to any Eligible Member (as defined in the CEM) to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws by virtue of the status of such Member as an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act (“Regulation D”) acquiring the OP Units in a transaction exempt from registration pursuant to Rule 506 of Regulation D, and (ii) in issuing any OP Units pursuant to the terms of this Agreement, DF REIT and the OP are relying on the representations made by each Member electing to receive OP Units as consideration in the Merger, which representations, as set forth on Exhibit D attached hereto, were included in the Investor Questionnaire.
Securities Laws Matters. Rollover Seller acknowledges receipt of advice from Buyer that (i) the Issued Shares, if any, and Issued Options (and any shares of Buyer Common Stock acquired on exercise of the Issued Options (“Exercise Shares”)), if any, have not been registered under the Securities Act of 1933 (the “Act”) or qualified under any state securities or “blue sky” or non U.S. securities laws, (ii) it is not anticipated that there will be any public market for any shares of Buyer Common Stock, (iii) any shares of Buyer Common Stock must be held indefinitely and Rollover Seller must continue to bear the economic risk of the investment in the shares of Buyer Common Stock unless such shares are subsequently registered under the Act and such state or non U.S. securities laws or an exemption from such registration is available, (iv) Rule 144 promulgated under the Act (“Rule 144”) is not presently available with respect to sales of any shares of Buyer Common Stock and Buyer has made no covenant to make Rule 144 available and Rule 144 is not anticipated to be available in the foreseeable future, (v) when and if any shares of Buyer Common Stock may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule, (vi) if the exemption afforded by Rule 144 is not available, public sale of the shares of any shares of Buyer Common Stock without registration will require the availability of an exemption under the Act, (vii) restrictive legends in the form set forth in the Stockholders Agreement shall be placed on the certificate representing the shares of any shares of Buyer Common Stock issued to Rollover Seller and (viii) a notation shall be made in the appropriate records of the Buyer indicating that the shares of any such shares are subject to restrictions on transfer and, if Buyer should in the future engage the services of a stock transfer agent, appropriate stop-transfer instructions will be issued to such transfer agent with respect to any such shares.
Securities Laws Matters. (a) The Executive understands and agrees that: (i) the Restricted Shares have not been registered under the Securities Act, (ii) the Restricted Shares are restricted securities under the Securities Act and (iii) the Restricted Shares may not be resold or transferred unless they are first registered under the Securities Act or unless an exemption from such registration is available. The Executive hereby makes to the Company the representations and warranties set forth in Exhibit B hereto.
Securities Laws Matters. 6.1 The Shareholder acknowledges that the securities of HLM issuable in the future to the Shareholder upon any conversion of or exchange for the Option Shares (the said securities together with the options and/or warrants to purchase Securities of HLM issued to the Seller in connection with the closing of the Stock Purchase Agreement and the Securities of HLM underlying such options and/or warrants being collectively referred to as the "Securities") have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under any other applicable securities laws, and may not be offered or sold, and in the case of options and warrants, exercised, in the United States, its territories and possessions or offered and sold to, and in the case of options and warrants, exercised by or on behalf of, "US Persons", as defined in Rule 902(k) of Regulation S (Rule 901 through Rule 905, and Preliminary Notes) promulgated by the U.S. Securities and Exchange Commission under the Securities Act ("Regulation S"), unless such sale or exercise, as the case may be, is in accordance with the provisions of Regulation S or unless the Securities are registered under the Securities Act and any other such other applicable securities laws, or an exemption from the registration requirements of the Securities Act and any such other applicable securities laws is available. Further, such Securities shall be subject to other agreements including but not limited to the Stockholders Agreement referred to in clause 1 hereof, restricting their transferability and setting forth certain other restrictions.
Securities Laws Matters. The Bonus Shares have been offered to you pursuant to Rule 701 under the Securities Act. You represent and warrant that any Bonus Shares issued to you hereunder shall be acquired by you for your own account and not on behalf of others. You understand and acknowledge that federal and state securities laws govern and restrict your right to offer, sell or otherwise dispose of any Bonus Shares unless your offer, sale or other disposition thereof is registered under the Securities Act, and state securities laws or, in the opinion of Parent’s counsel, such Transfer or offer is exempt from registration thereunder. You shall not Transfer or offer to Transfer any Bonus Shares in any manner which would: (i) require Parent to file any registration statement (or similar filing under state law) with the Securities and Exchange Commission or to amend or supplement any such filing or (ii) violate or cause Parent to violate the Securities Act, the rules and regulations promulgated thereunder or any other state or federal law. You further understand that the certificates for any Bonus Shares will bear the legend set forth in paragraph 3(e) above or such other legends as Parent deems necessary or desirable in connection with the Securities Act or other rules, regulations or laws.
Securities Laws Matters. Each Selling Stockholder understands that the Netivation Stock has not been registered under the Securities Act and that the Netivation Stock being issued in the Transaction is being issued pursuant to an exemption from registration contained in the Securities Act, based in part upon the Selling Stockholders' representations contained in this Agreement. Each Selling Stockholder hereby severally and not jointly represents and warrants as follows:
