Securities Restricted Sample Clauses

Securities Restricted. None of the securities to which this Offering relates will be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and, unless so registered, none may be offered or sold in the United States or to U.S. persons (as defined in regulation s under the 1933 act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 act. Accordingly, the securities which are the subject of this term sheet are being offered and sold only to "accredited investors" or non “us persons” as defined in Regulation D or Regulation S promulgated under the 1933 act.
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Securities Restricted. 21 4.5 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
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Securities Restricted. Each Purchaser acknowledges that the Securities have not been and, except as otherwise provided in the Registration Rights Agreement, will not be registered under the Securities Act and are being issued in a transaction that is exempt from the registration requirements of the Securities Act. Each Purchaser understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or such sale is permitted pursuant to an available exemption from such registration requirement. No transfer or sale (including, without limitation, by pledge or hypothecation) of Securities by any Holder which is otherwise permitted hereunder, other than a transfer or sale to the Company, shall be effective unless such transfer or sale is made (A) pursuant to an effective registration statement under the Securities Act and a valid qualification under applicable state securities or "blue sky" laws or (B) without such registration or qualification as a result of the availability of an exemption therefrom, and, if reasonably requested by the Company, counsel for such Holder shall have furnished the Company with an opinion, reasonably satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from the registration requirements of the Securities Act; provided, however, that with respect to transfers by Holders to their Affiliates, no such opinion shall be required. A transfer made by a Holder which is a state-sponsored employee benefit plan to a successor trust or fiduciary pursuant to a statutory reconstitution shall be expressly permitted and no opinions of counsel shall be required in connection therewith.
Sample 1
Securities Restricted. Each Purchaser acknowledges that the Securities have not been registered under the Securities Act and understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or such sale is permitted pursuant to an available exemption from such registration requirement. Each Purchaser acknowledges that no transfer or sale (including, without limitation, by pledge or hypothecation) of Series A Notes by any Purchaser which is otherwise permitted hereunder, other than a transfer or sale to DIMAC Holdings, shall be effective unless such transfer or sale is made in accordance with the restrictive legend required pursuant to Section 1.1 to be set forth the Series A Notes. No transfer or sale (including, without limitation, by pledge or hypothecation) of Shares or Warrants by any Holder which is otherwise permitted hereunder, other than a transfer or sale to DIMAC Holdings, shall be effective unless such transfer or sale is made (A) pursuant to an effective registration statement under the Act and a valid qualification under applicable state securities or "blue sky" laws or (B) without such registration or qualification as a result of the availability of an exemption therefrom, and, if reasonably requested by DIMAC Holdings, counsel for such Holder shall have furnished DIMAC Holdings with an opinion, reasonably satisfactory in form and substance to DIMAC Holdings, to the effect that no such registration is required because of the availability of an exemption from the registration requirements of the Securities Act; provided, however, that with respect to transfers of any of the Securities by Holders to their Affiliates, no such opinion shall be required. A transfer of any of the Securities made by a Holder which is a state-sponsored employee benefit plan to a successor trust or fiduciary pursuant to a statutory reconstitution shall be expressly permitted and no opinions of counsel shall be required in connection therewith.
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Securities Restricted. No transfer or sale (including, without limitation, by pledge or hypothecation) of Securities by any Holder which is otherwise permitted hereunder, other than a transfer or sale to the Issuer, shall be effective unless such transfer or sale is made (A) pursuant to an effective registration statement under the Act and a valid qualification under applicable state securities or "blue sky" laws or (B) without such registration or qualification as a result of the availability of an exemption therefrom and, if reasonably requested by the Issuer, counsel for such Holder shall
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Securities Restricted. The Investor acknowledges that the Units have not been registered under either British Columbia or US federal or state securities laws, and the Investor represents and warrants that the Investor is purchasing the Units for investment for the Investor's own account and not on behalf of any other person, nor with a view to, or for resale or other distribution of, the Units. The Investor also understands that the Company is under no obligation and has no intention to register the Preferred Shares or to take any actions to make available exemptions from the registration requirements of state and federal and British Columbia securities laws, and that the Preferred Shares, the Common Shares acquired upon conversion of the Preferred Shares and exercise of the XX0 Xxxxxxxx, XX0 Xxxxxxxx and PP3 Warrants, cannot be sold or otherwise distributed in the absence of an exemption from such registration requirements. No person has made to the Investor any written or oral representations that any person will resell or repurchase the Preferred Shares or the shares acquired upon exercise of the XX0 Xxxxxxxx, XX0 Xxxxxxxx xxx XX0 Xxxxxxxx; any person will refund the purchase price of the Units; or as to the future price or value of the Preferred Shares or the Common Shares.
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Securities Restricted. The Investor acknowledges that the 02.01.11 Units have not been registered under either British Columbia or US federal or state securities laws, and the Investor represents and warrants that the Investor is purchasing the 02.01.11 Units for investment for the Investor's own account and not on behalf of any other person, nor with a view to, or for resale or other distribution of, the 02.01.11
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Securities Restricted. Each Purchaser acknowledges that the Securities have not been registered under the Securities Act and understands that the Securities must be held indefinitely, unless they are subsequently registered under the Securities Act or such sale is permitted pursuant to an available exemption from such registration requirement. Each Purchaser acknowledges that no transfer or sale (including, without limitation, by pledge or hypothecation) of Notes by any Purchaser which is otherwise permitted hereunder, other than a transfer or sale to the Company, shall be effective unless such transfer or sale is made in accordance with the resale restrictions set forth in the restrictive legend required pursuant to Section 1.1(f) to be set forth in the Notes. Each Purchaser shall, and each subsequent Holder is required to, notify any later purchaser of Securities from it of such resale restrictions.
Sample 1
Securities Restricted. The Investor acknowledges that the Units have not been registered under either US federal or state securities laws. The Investor also understands that the Company is under no obligation and has no intention to register the Units or to take any actions to make available exemptions from the registration requirements of state and federal securities laws, and that the Units cannot be sold or otherwise distributed in the absence of an exemption from such registration requirements. No person has made to the Investor any written or oral representations that any person will resell or repurchase the Units; any person will refund the purchase price of the Units; or as to the future price or value of the Units.
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Related to Securities Restricted

  • Securities Restrictions Notwithstanding anything herein contained, Common Shares will be issued upon exercise of a Warrant only in compliance with the securities laws of any applicable jurisdiction.

  • TITLE TO SECURITIES; RESTRICTED SHARES The Participant represents and warrants on behalf of itself and any party for which it acts that Deposit Securities delivered by it to the custodian and/or any relevant sub-custodian in connection with a Purchase Order will not be “restricted securities,” as such term is used in Rule 144(a)(3)(i) of the 1933 Act, and, at the time of delivery, the Fund will acquire good and unencumbered title to such Deposit Securities, free and clear of all liens, restrictions, charges and encumbrances, and not be subject to any adverse claims.

  • List of Restricted Securities Owners From time to time, the Company shall provide to the Depositary a list setting forth, to the actual knowledge of the Company, those persons or entities who beneficially own Restricted Securities and the Company shall update that list on a regular basis. The Company agrees to advise in writing each of the persons or entities so listed that such Restricted Securities are ineligible for deposit hereunder. The Depositary may rely on such a list or update but shall not be liable for any action or omission made in reliance thereon.

  • Transfer of Restricted Securities (a) Restricted Securities are transferable only pursuant to (i) Public Offerings, (ii) Rule 144 of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iii) subject to the conditions specified in clause (b) below, any other legally available means of transfer.

  • Restricted Definitive Securities to Beneficial Interests in Restricted Global Securities If any Holder of a Restricted Definitive Security proposes to exchange such Security for a beneficial interest in a Restricted Global Security or to transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Security, then, upon receipt by the Registrar of the following documentation:

  • Holders of Transfer Restricted Securities A Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.

  • Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes will have all the rights set forth in the Exchange and Registration Rights Agreement dated as of August 26, 2019, among the Company, the Guarantors and the other parties named on the signature pages thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes will have the rights set forth in one or more registration rights agreements, if any, among the Company, the Guarantors and the other parties thereto, relating to rights given by the Company and the Guarantors to the purchasers of any Additional Notes (collectively, the “Registration Rights Agreement”).

  • Transfer Restricted Definitive Notes to Beneficial Interests in Transfer Restricted Global Notes If any holder of a Transfer Restricted Definitive Note proposes to exchange such Transfer Restricted Definitive Note for a beneficial interest in a Transfer Restricted Global Note or to transfer such Transfer Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

  • Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities A Holder of a Restricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if:

  • Restricted Definitive Securities to Restricted Definitive Securities Any Restricted Definitive Security may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Security if the Registrar receives the following:

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