Unregistered Shares. Claimant represents that he understands that the Athena shares of common stock have not been registered for sale under federal or state securities laws and that said securities are being issued to Claimant pursuant to a claimed exemption from the registration requirements of such laws which is based upon the fact that said securities are not being offered to the public. Claimant understands that in order to satisfy such requirement he must be acquiring the shares with no view to making a public distribution of said securities and the representations and warranties contained in this Section III are given with the intention that Athena may rely thereon for purposes of claiming such exemption; and that he understands that he must bear the economic risk of his investment in the securities for a substantial period of time, because the securities have not been registered under the federal or state securities laws, and cannot be sold unless subsequently registered under such laws, or unless an exemption from such registration is available.
Unregistered Shares. The Subscriber recognizes that the offer and sale by XCL Land and XCL Ltd. of the Notes and the Warrants (and Warrant Stock) and the offer and sale of the Units have not been and (except to the extent set forth herein and in the Warrant Agreement) will not be registered under the United States Securities Act of 1933, as amended (the "Act"), and have not been and will not be registered under any other applicable domestic or foreign securities laws (the Act and any such other applicable securities laws are hereinafter collectively referred to herein as the "Securities Laws") in reliance upon exemptions from the registration requirements thereof; the Subscriber is acquiring the Units and the Notes, Warrants, and Warrant Stock (collectively referred to herein as the "Securities") solely for its account for investment and not with a view to, or for offer or resale in connection with, a distribution thereof in violation of any Securities Laws; the investment will not constitute more than one fifth of the Subscriber's consolidated net worth; and the Subscriber is either (a) a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Act) or (b) an institutional "accredited investor" (as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) promulgated under the Act). The Subscriber hereby covenants and agrees that it will not sell the Units or any of the Securities until such time as XCL Ltd. or XCL Land, as applicable, has effectively registered such securities under the Act or counsel reasonably acceptable to XCL Ltd. or XCL Land, as applicable (which shall include in-house counsel) shall have furnished an opinion, in form and substance reasonably acceptable to XCL Ltd. or XCL Land, as applicable, to the effect that the transaction contemplated by Subscriber would be in compliance with the Act. The Subscriber understands that the effect of such representation and warranty is that the Units and Securities must be held unless the sale or transfer thereof is subsequently registered under the Securities Laws or an exemption from such registration is available at the time of any proposed sale or other transfer thereof. Except to the extent hereinafter set forth and in the Warrant Agreement neither XCL Land nor XCL Ltd. is under any obligation either to file a registration statement under the Act covering the sale or transfer of such securities or otherwise to register such securities for sale under the Securities Laws. The Subscriber is fa...
Unregistered Shares. For any conversion shares issued hereunder which are unregistered under the Securities Act of 1933, as amended (the “Securities Act”) at the time of issuance, the certificates evidencing such unregistered conversion shares may, if necessary, bear the following legend (or a substantially similar legend) and such other legends as may be required by applicable laws: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR UNLESS SUCH TRANSACTION IS IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS.”
Unregistered Shares. The following shall apply in the event the Shares purchased herein are not registered under the Securities Act of 1933, as amended:
(a) I am acquiring the Shares for my own account for investment with no present intention of dividing my interest with others or of reselling or otherwise disposing of any of the Shares.
(b) The Shares are being issued without registration under the Securities Act of 1933, as amended (the “Act”), in reliance upon the exemption provided by Section 3(b) of the Act for employee benefit plans, contained in Rule 701 promulgated there under, or in lieu thereof upon the private offering exemption contained in Section 4(2) of the Act, and such reliance is based in part on the above representation.
(c) Since the Shares have not been registered under the Act, they must be held indefinitely until an exemption from the registration requirements of the Act is available or they are subsequently registered, in which event the representation in Paragraph (a) hereof shall terminate. As a condition to any transfer of the Shares, I understand that the Corporation will require an opinion of counsel satisfactory to the Corporation to the effect that such transfer does not require registration under the Act or any state securities law.
(d) The issuer is not obligated to comply with the registration requirements of the Act or with the requirements for an exemption under Regulation A under the Act for my benefit.
(e) The certificates for the shares to be issued to me shall contain appropriate legends to reflect the restrictions on transferability imposed by the Act.
Unregistered Shares. Claimant represents that it understands that the Golden West shares of common stock have not been registered for sale under federal or state securities laws and that said securities are being issued to Claimant pursuant to a claimed exemption from the registration requirements of such laws which is based upon the fact that said securities are not being offered to the public. Claimant understands that in order to satisfy such requirement it must be acquiring the shares with no view to making a public distribution of said securities and the representations and warranties contained in this Section III are given with the intention that Golden West may rely thereon for purposes of claiming such exemption; and that it understands that it must bear the economic risk of its investment in the securities for a substantial period of time, because the securities have not been registered under the federal or state securities laws, and cannot be sold unless subsequently registered under such laws, or unless an exemption from such registration is available.
Unregistered Shares. Buyer understands that the Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), or under applicable state securities laws, in reliance upon exemptions contained in the Act and such laws and any applicable regulations promulgated thereunder or interpretations thereof, and cannot be offered for sale, sold or otherwise transferred unless the Shares are subsequently registered or qualify for exemption from registration under the Act and such laws.
Unregistered Shares. Claimant represents that he understands that the Company shares of stock have not been registered for sale under federal or state securities laws and that said securities are being issued to Claimant pursuant to a claimed exemption from the registration requirements of such laws which is based upon the fact that said securities are not being offered to the public. Claimant understands that in order to satisfy such requirement he must be acquiring the shares with no view to making a public distribution of said securities and the representations and warranties contained in this Section III are given with the intention that the Company may rely thereon for purposes of claiming such exemption; and that he understands that he must bear the economic risk of its investment in the securities for a substantial period of time, because the securities have not been registered under the federal or state securities laws, and cannot be sold unless subsequently registered under such laws, or unless an exemption from such registration is available.
Unregistered Shares. The Velagio Shareholders have been informed by Microfield that the Microfield Common Stock conveyed hereunder as Merger Consideration has not been registered under the Securities Act of 1933 (the "SECURITIES ACT") and that such Microfield Common Stock must be held for the time required by Rule 144 promulgated under the Securities Act ("RULE 144"), unless (i) the distribution for sale of the Microfield Common Stock has been registered under the Securities Act, (ii) a sale of the Microfield Common Stock is made in conformity with the provisions of Rule 144, or (iii) in the opinion of counsel, which opinion is reasonably acceptable to Microfield, some other exemption from registration is available with respect to any such sale, transfer or other disposition of such Microfield Common Stock.
Unregistered Shares. Holder understands that the shares of common stock to be issued to Holder pursuant to the Warrant (the “Warrant Shares”) will not be registered within any designated timeframe thereafter under the Securities Act of 1933, as amended (the “Securities Act”). Holder also understands that issuance of the Warrant Shares will be pursuant to an exemption from registration contained in the Securities Act based in part upon Holder’s representations herein.
Unregistered Shares. Such Shareholder understands that the NEON Company Stock being issued pursuant to this Agreement will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), on the basis that the issuance of securities hereunder is exempt from registration under said Act pursuant to section 4(2) and/or Regulation S thereof, and that NEON's reliance on such exemption is based on such Shareholder's representations set forth in the Shareholder Agreement.
