TRANSFER RESTRICTIONS IMPOSED BY SECURITIES LAWS. The Purchaser understands that the Purchased Shares and the Conversion Shares have not been registered under the Securities Act and applicable state securities laws, and, therefore, cannot be resold unless they are subsequently registered under the Securities Act and applicable state securities laws or unless an exemption from such registration is available. The Purchaser will not resell or otherwise dispose of all or any part of the Purchased Shares and the Conversion Shares, except as permitted by law, including, without limitation, any regulations under the Securities Act and applicable state securities laws. The Purchaser understands that the Company does not have any present intention and is under no obligation to register the Purchased Shares or the Conversion Shares under the Securities Act and applicable state securities laws, and the Purchaser understands that Rule 144 or Rule 144A promulgated under the Securities Act may not be available as a basis for exemption from registration of the Purchased Shares and the Conversion Shares thereunder.
TRANSFER RESTRICTIONS IMPOSED BY SECURITIES LAWS. Each Purchaser understands that: no state or governmental authority has made any finding or determination relating to the fairness of the terms of the investment in the Company proposed hereunder and the Shares have not been registered under the Securities Act and applicable state securities laws, and, therefore, cannot be resold unless they are subsequently registered under the Securities Act and applicable state securities laws or unless an exemption from such registration is available; each Purchaser is and must be purchasing the Shares for investment for the account of such Purchaser and not for the account or benefit of others, and not with any present view toward resale or other distribution thereof. Each Purchaser agrees not to resell or otherwise dispose of all or any part of the Shares purchased by him, except as permitted by law, including, without limitation, any regulations under the Securities Act and applicable state securities laws; the Company does not have any present intention and is under no obligation to register the Shares under the Securities Act and applicable state securities laws, except as provided in Article V hereof; and Rule 144 or Rule 144A under the Securities Act may not be available as a basis for exemption from registration of the Shares thereunder.
TRANSFER RESTRICTIONS IMPOSED BY SECURITIES LAWS. The Purchaser understands that none of the Shares and Conversion Shares have been registered under the Securities Act or any other applicable securities laws, and, therefore, cannot be resold unless they are subsequently registered under the Securities Act and other applicable securities laws or unless an exemption from such registration is available. The Purchaser understands that the issuance of the Shares and the Conversion Shares has not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the Purchaser's investment intent and the accuracy of the Purchaser's representations herein. The Purchaser agrees not to resell or otherwise dispose of all or any part of the Shares purchased by it or the Conversion Shares, except as permitted by law, including, without limitation, any regulations under the Securities Act and other applicable securities laws. Purchaser acknowledges that the Company does not have any present intention and is under no obligation to register the Shares or Conversion Shares under the Securities Act and other applicable securities laws, except as provided in the Related Agreements.
TRANSFER RESTRICTIONS IMPOSED BY SECURITIES LAWS. Each Purchaser understands that none of the Securities have been registered under the Act or any other applicable securities laws, and, therefore, cannot be resold unless they are subsequently registered under the Act and other applicable securities laws or unless an exemption from such registration is available. Each Purchaser agrees not to sell or otherwise dispose of all or any part of the Securities except as permitted by law, including, without limitation, any regulations under the Act and other applicable securities laws; the Company does not have any present intention and is under no obligation to register the Securities under the Securities Act and other applicable securities laws.
TRANSFER RESTRICTIONS IMPOSED BY SECURITIES LAWS. Such Purchaser understands that none of the Securities have been registered under the Securities Act or any other applicable securities laws, and, therefore, cannot be resold unless they are subsequently registered under the Securities Act and other applicable securities laws or unless an exemption from such registration is available. Such Purchaser agrees not to resell or otherwise dispose of all or any part of the Securities purchased by him, her or it except as permitted by law, including, without limitation, any regulations under the Securities Act and any similar or successor Federal statute, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder, all as the same shall be in effect from time to time and other applicable securities laws. Such Purchaser understands that the Company does not have any present intention and is under no obligation to register the Securities under the Securities Act and other applicable securities laws, except as provided in the Investor Rights Agreements.
TRANSFER RESTRICTIONS IMPOSED BY SECURITIES LAWS. Each ------------------------------------------------ Purchaser understands that the Preferred Stock has not been registered under the Securities Act and applicable state securities laws, and, therefore, cannot be resold unless it is subsequently registered under the Securities Act and applicable state securities laws or unless an exemption from such registration is available; the Company does not have any present intention and is under no obligation to register the Preferred Stock under the Securities Act and applicable state securities laws, except as provided in the Registration Agreement; and Rule 144 under the Securities Act may not be available as a basis for exemption from registration of the Preferred Stock thereunder.
TRANSFER RESTRICTIONS IMPOSED BY SECURITIES LAWS. The Purchaser understands that none of the Shares and Conversion Shares have been registered under the Securities Act or any other applicable securities laws, and, therefore, cannot be resold unless they are subsequently registered under the Securities Act and other applicable securities laws or unless an exemption from such registration is available. The Purchaser agrees not to resell or otherwise dispose of all or any part of the Shares purchased by it or the Conversion Shares, except as permitted by law, including, without limitation, any regulations under the Securities Act and other applicable securities laws; the Company does not have any present intention and is under no obligation to register the Shares or Conversion Shares under the Securities Act and other applicable securities laws, except as provided in the Related Agreements.
TRANSFER RESTRICTIONS IMPOSED BY SECURITIES LAWS. Each Purchaser ------------------------------------------------ understands and agrees that (i) no U.S. or foreign federal, state or local governmental authority has made any finding or determination relating to the fairness of the terms of the investment in the Company proposed hereunder and the Shares have not been registered under the Securities Act and applicable state or foreign securities laws, and, therefore, cannot be resold unless they are subsequently registered under the Securities Act and applicable state and foreign securities laws or unless an exemption from such registration is available; (ii) such Purchaser may not resell or otherwise dispose of all or any part of the Shares except as permitted by law, including, without limitation, Regulation S and all other regulations promulgated under the Securities Act and applicable state and foreign securities laws; (iii) except as is expressly set forth in the Registration Rights Agreement, the Company does not have any obligation to register the Shares under the Securities Act and applicable state and foreign securities laws, and the Company has no present intention of effecting any such registration; and, (iv) without prejudice to the Company's obligations pursuant Section 9.5 of the Registration Rights Agreement, Regulation S, Rule 144 or Rule 144A under the Securities Act may not be available to such Purchaser as a basis for exemption from registration of the Shares under the Securities Act. Each Purchaser agrees not to engage in hedging transactions with regard to the Shares unless in compliance with the Securities Act. Each Purchaser agrees not to engage in any "directed selling efforts" (as such term is defined in Rule 902(c) of Regulation S) with respect to any of the Shares until the expiration of the "distribution compliance period" (as such term is defined in Rule 902(f) of Regulation S). The Company and the Purchasers agree and acknowledge that the Company is required to, and shall refuse to, register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act.
TRANSFER RESTRICTIONS IMPOSED BY SECURITIES LAWS. Each Purchaser understands that the Notes, the Warrants and the Warrant Shares have not been registered under the Securities Act and applicable state securities laws, and, therefore, cannot be resold unless they are subsequently registered under the Securities Act and applicable state securities laws or unless an exemption from such registration is available. Each Purchaser is and must be purchasing the Notes, the Warrants and the Warrant Shares for investment for the account of such Purchaser and not for the account or benefit of others, and not with any present view toward resale or other distribution thereof. Each Purchaser agrees not to resell or otherwise dispose of all or any part of the Notes, the Warrants and the Warrant Shares purchased by such Purchaser except as permitted by law, including, without limitation, any regulations under the Securities Act and applicable state securities laws. Purchasers are aware that Rule 144 or Rule 144A under the Securities Act may not be available as a basis for exemption from registration of the shares of Common Stock issuable upon conversion or exercise of the Warrants and Warrant Shares.
TRANSFER RESTRICTIONS IMPOSED BY SECURITIES LAWS. Buyer understands that the Assigned Company Membership Interests have not been registered under the Securities Act or any other applicable securities laws, and, therefore, cannot be resold unless they are subsequently registered under the Securities Act and other applicable securities laws or unless an exemption from such registration is available. Buyer agrees not to resell or otherwise dispose of all or any part of the Assigned Company Membership Interests, except as permitted by law, including any regulations under the Securities Act and other applicable securities laws and the Operating Agreement of the Company. Buyer acknowledges that Rockpoint has notified Buyer that the Company does not have any present intention and is under no obligation to register the Assigned Company Membership Interests under the Securities Act and/or other applicable securities laws.
