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.
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Samples: Stock Purchase Agreement (Planet Hollywood International Inc), Stock Purchase Agreement (Planet Hollywood International Inc), Stock Subscription Agreement (Planet Hollywood International Inc)
Unregistered Shares. Buyer Purchaser understands that (a) the Shares have not been registered under the Securities Act of 1933, as amended (the "“Securities Act"”), any state securities laws, or securities laws of any other jurisdiction; (b) the Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws, in reliance upon exemptions contained in the Act or under other applicable securities laws, or is exempt from such registration; and (c) Resources will cause its Secretary to make a notation on its register of shareholders to 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 lawseffect.
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Samples: Stock Purchase Agreement (Ebrahimi Farhad Fred), Stock Purchase Agreement (Royal Hawaiian Orchards, L.P.)
Unregistered Shares. The 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 canmay not be offered for sale, sold except pursuant to an effective registration statement or otherwise transferred unless the Shares are subsequently registered or qualify for pursuant to a duly available exemption from such registration under the Act and such lawsrequirements.
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