significant restrictions on the transferability of the Shares Sample Clauses

significant restrictions on the transferability of the Shares. The offer and sale of the Shares is being made without registration under state and federal securities laws in reliance upon the “private offering” exemption of Section 4(a)(2) and/or Rule 506 of Regulation D under the Securities Act as well as available exemptions under applicable state securities laws. The Shares will be “restricted securities” under the Securities Act and cannot be resold or otherwise transferred unless they are registered under the Securities Act and any applicable state securities laws or are transferred in a transaction exempt from such registration. While the Company has agreed to provide certain “piggyback” registration rights to the Purchasers, there can be no assurance that the Company will be able to have a registration statement covering the Shares filed and declared effective in a timely manner, or at all, or that the Company will be able to maintain the effectiveness of such registration statement for the period agreed upon. Consequently, each investor’s ability to control the timing of the liquidation of his or her investment in the Company may be restricted. Purchasers should be prepared to hold their Shares for an indefinite period of time. The offering price per Share has been determined based upon negotiations between the Company and the Placement Agent and may not be indicative of the Company’s actual value or the value of the Common Stock. The price of the Shares bears no relationship to the assets, book value, net worth or any other recognized criteria of the Company’s value, other than the value per share of the Company’s Common Stock as quoted on the OTC Markets. The offering price should not be considered as an indication of the Company’s actual value or the value of the Common Stock. The price of our Common Stock as quoted on the OTC Markets constantly changes. We expect that the market price of our Common Stock will continue to fluctuate. Our stock price may fluctuate as a result of a variety of factors, many of which are beyond our control. These factors include, among others: · Failure to develop and market successful products; · actual or anticipated changes in laws and governmental regulations; · changes in business practices; · developments relating to our efforts to obtain additional financing to fund or expand our operations; · announcements by us regarding potential acquisitions or strategic alliances; · changes in industry trends or conditions; · changes in consumer preferences; · our issuance of additio...