Common use of Unregistered Securities Clause in Contracts

Unregistered Securities. (a) The Purchaser must bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Act and therefore cannot and will not be sold unless they are subsequently registered under the Act or there exists an available exemption from such registration. The Company has made no agreements, covenants or undertakings whatsoever to register the Shares, or any portion thereof, under the Act. The Company has made no representations, warranties or covenants whatsoever as to whether there exists any exemption from the Act, including, without limitation, any exemption for limited sales in routine brokers’ transactions pursuant to Rule 144 under the Act, and that any such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading market then exists in the Company’s common stock, (ii) adequate information as to the Company’s financial and other affairs and operations is then available to the public, and (iii) all other terms and conditions of Rule 144 have been satisfied. (b) The Shares have not been registered or qualified under any applicable state laws regulating securities and therefore the Shares cannot and will not be sold unless they are subsequently registered or qualified under any such applicable state laws or there exists an available exemption therefrom. The Company has made no agreements, covenants or undertakings whatsoever to register or qualify the Shares under any such state laws. The Company has made no representations, warranties or covenants whatsoever as to whether any exemption from such states laws will become available.

Unregistered Securities. (a) The Purchaser must Stockholder will bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the under the Securities Act of 1933, as amended, (the “Act”) and therefore cannot and will not be sold unless they are subsequently registered under the Act or there exists an available exemption from such registration. The Company has made no agreements, covenants or undertakings whatsoever to register the Shares, or any portion thereof, under the Actregistration is available. The Company has made no representations, warranties or covenants whatsoever as to whether there exists any exemption from the Act, including, without limitation, any exemption for limited sales in routine brokers’ transactions pursuant to Rule 144 under the Act, will become available and that any such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading market then exists in the Company’s common stockCommon Stock then exists, (ii) adequate information as to the Company’s financial and other affairs and operations is then available to the public, and (iii) all other terms and conditions requirements of Rule 144 have been satisfied. (b) The . Transfer of the Shares have has not been registered or qualified under any applicable state laws law regulating securities and therefore the Shares cannot and will not be sold unless they are subsequently registered or qualified under any such applicable state laws law or there exists an available exemption therefrom. The Company has made no agreements, covenants or undertakings whatsoever to register or qualify the Shares under any such state lawstherefrom is available. The Company has made no representations, warranties or covenants whatsoever as to whether any exemption from any such states laws act will become available.

Unregistered Securities. (a) The Purchaser must bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Act and therefore cannot and will not be sold unless they are subsequently registered under the Act or there exists an available exemption from such registrationregistration is available. The Company has made no agreements, covenants or undertakings whatsoever to register any of the Shares, or any portion thereof, Shares under the Act. The Company has made no representations, warranties or covenants whatsoever as to whether there exists any exemption from the Act, including, without limitation, any exemption for limited sales in routine brokers’ ' transactions pursuant to Rule 144 under the Act, will become available and that any such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading market then exists in the Company’s 's common stock, (ii) adequate information as to the Company’s 's financial and other affairs and operations is then available to the public, and (iii) all other terms and conditions of Rule 144 have been satisfied. (b) The Transfer of the Shares have has not been registered or qualified under any applicable U.S. state laws law regulating securities and therefore the Shares cannot and will not be sold unless they are subsequently registered or qualified under any such applicable state laws act or there exists an available exemption therefromtherefrom is available. The Company has made no agreements, covenants or undertakings whatsoever to register or qualify any of the Shares under any such state lawsact. The Company has made no representations, warranties or covenants whatsoever as to whether any exemption from any such states laws act will become available.

Unregistered Securities. (a) The Purchaser Seller must bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Act and therefore cannot and will not be sold unless they are subsequently registered under the Act or there exists an available exemption from such registration. The Company Buyer has made no agreements, covenants or undertakings whatsoever to register the Shares, or any portion thereof, under the Act. The Company Buyer has made no representations, warranties or covenants whatsoever as to whether there exists any exemption from the Act, including, without limitation, any exemption for limited sales in routine brokers’ transactions pursuant to Rule 144 under the Act, and that any such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading market then exists in the CompanyBuyer’s common stock, (ii) adequate information as to the CompanyBuyer’s financial and other affairs and operations is then available to the public, and (iii) all other terms and conditions of Rule 144 have been satisfied. (b) . The Shares have not been registered or qualified under any applicable state laws regulating securities and therefore the Shares cannot and will not be sold unless they are subsequently registered or qualified under any such applicable state laws or there exists an available exemption therefrom. The Company Buyer has made no agreements, covenants or undertakings whatsoever to register or qualify the Shares under any such state laws. The Company Buyer has made no representations, warranties or covenants whatsoever as to whether any exemption from such states laws will become available.

Unregistered Securities. (a) 3.5.1. The Purchaser must bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Act and therefore cannot and will not be sold unless they are subsequently registered under the Act or there exists an available exemption from such registration. The Company has made no agreements, covenants or undertakings whatsoever to register the Shares, or any portion thereof, under the Act. The Company has made no representations, warranties or covenants whatsoever as to whether there exists any exemption from the Act, including, without limitation, any exemption for limited sales in routine brokers’ transactions pursuant to Rule 144 under the Act, and that any such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading market then exists in the Company’s common stock, (ii) adequate information as to the Company’s financial and other affairs and operations is then available to the public, and (iii) all other terms and conditions of Rule 144 have been satisfied. (b) 3.5.2. The Shares have not been registered or qualified under any applicable state laws regulating securities and therefore the Shares cannot and will not be sold unless they are subsequently registered or qualified under any such applicable state laws or there exists an available exemption therefrom. The Company has made no agreements, covenants or undertakings whatsoever to register or qualify the Shares under any such state laws. The Company has made no representations, warranties or covenants whatsoever as to whether any exemption from such states laws will become available.