Unregistered Stock. Claimant represents that it understands that the OnSource stock has 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 stock 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 OnSource 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 stock for a substantial period of time, because the stock has 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 Stock. If a registration statement for the Shares is not in effect or if Grantee’s attorneys require a writing from Grantee to avoid violation of the Securities Act of 1933, as amended, the Company may require a written commitment form the person exercising the Option before delivery of the certificate or certificates for the Shares. The Commitment shall be in a form prescribed by the Company. It will state that it is the intent of the person exercising the Option to acquire the Shares for investment only and not the intent of transferring or reselling them; that the person exercising the Option has been told that the Shares may be “restricted shares” pursuant to Rule 144 of the Securities and Exchange Commission and that any resale, transfer, or other distribution of the Shares may only be made on conformity with Rule 144, the Securities Act of 1933, as amended, or any other federal statute, rule or regulation. The Company may place a legend on the face of the certificate or certificates in accordance with this Commitment and may refuse to permit transfer of the Shares unless it receives satisfactory evidence that the transfer will not violate Rule 144, the Securities Act of 1933, as amended, or any other federal statute, rule, or regulation. Signed at Maple Ridge, BC on the 15 day of November, 2004
Unregistered Stock. Purchaser is aware that the Stock has not been registered under the Act, and that, accordingly, the Stock must be held unless it is subsequently registered under said Act or unless, in the opinion of counsel reasonably satisfactory to the Company, a sale or transfer may be made without registration thereunder. Purchaser agrees that any certificates evidencing the Stock must bear a standard legend restricting the transfer thereof consistent with the foregoing and that a notice may be made in the records of the Company or its transfer agent restricting the transfer of the Stock in a manner consistent with the foregoing.
Unregistered Stock. Consultant represents that he understands that the Company's stock issuable hereunder has not been registered for sale under federal or state securities laws and that such securities are being issued to Consultant 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. Consultant understands that in order to satisfy such requirement he must be acquiring the stock with no view to making a public distribution of said securities, and the representations and warranties contained in this Section 9 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 his investment in the stock issuable hereunder, for a substantial period of time, because neither has 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 Stock. If a registration statement for the shares is not in effect or if Corporation’s attorneys require a writing from Holder to avoid violation of the Securities Act, the Corporation may require a written commitment from the person exercising the Warrant before delivery of the certificate or certificates for the shares. The Commitment will be in a form prescribed by the Corporation and will include, but not be limited to, statements that (i) it is the intent of the person exercising the Warrant to acquire the shares for investment only and not with the intent of transferring or reselling them; and (ii) that the person exercising the Warrant has been told that the shares may be “restricted shares” pursuant to Rule 144 of the Securities and Exchange Commission and that any resale, transfer, or other distribution of the shares may only be made in conformity with Rule 144, the Securities Act, or any other federal statute, rule, or regulation. The Corporation may place a legend on the face of the certificate or certificates in accordance with this Commitment and may refuse to permit transfer of the shares unless it receives satisfactory evidence that the transfer will not violate Rule 144, the Securities Act, or any other federal statute, rule, or regulation.
Unregistered Stock. Members represent that they understand that the PocketSpec Common Stock has not been registered for sale under federal or state securities laws and that said securities are being issued to Members pursuant to a claimed exemption from the registration requirements of such laws. Members understand that in order to maintain such exemption it must be acquiring the stock with no view to making a public distribution of said securities, and the representations and warranties contained in this Section 10.4 are given with the intention that PocketSpec may rely thereon for purposes of claiming such exemption; and that they understand that they must bear the economic risk of their investment in the PocketSpec Common Stock for a substantial period of time, because the PocketSpec Common Stock has 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 Stock. Grantee acknowledges that the Shares are not registered under the Securities Act of 1933, and that the Shares cannot be transferred unless they are registered under the Act, or an exemption from such registration is available and established to the satisfaction of the Grantor and that any resale, transfer, or other distribution of the Shares may only be made in conformity with Rule 144 of the Securities Act of 1933. The Grantor may place a legend on the certificate or certificates evidencing the Shares restricting the transfer of such Shares which may limit the ability of Grantee to pledge, transfer or sell the Shares.
Unregistered Stock. 12 5. Conditions to Obligations of the Purchaser .....................................12 5.1 Company's Representations and Warranties True at Closing ................12 5.2 Opinion of Counsel for the Company ......................................12 5.3 Absence of Restraint ....................................................14 5.4 Company Officers' Certificate ...........................................14 5.5 No Material Adverse Effect ..............................................14 5.6 Consents and Other Approvals ............................................14 5.7 Deliveries ..............................................................14
Unregistered Stock. Stockholder acknowledges that the Shares being acquired have not been registered under the Securities Act of 1933, or under the Blue Sky or other securities laws of certain states, and, therefore, that Stockholder must bear the economic risk of the investment for an indefinite period of time, as the Shares cannot be sold or offered for sale unless the Shares are subsequently so registered or an exemption from registration is available. Stockholder also understands that there is no market for the resale of the Shares and that there is no certainty that a market will develop.
Unregistered Stock. Shareholders represent that they understand that the Guardian Common Stock and Guardian Preferred Stock (including the common stock issuable upon conversion of the Guardian Preferred Stock) has not been registered for sale under federal or state securities laws and that said securities are being issued to Shareholders pursuant to a claimed exemption from the registration requirements of such laws. Shareholders understand that in order to maintain such exemption they must be acquiring the stock with no view to making a public distribution of said securities; and that they understand that they must bear the economic risk of their investment in the Guardian Common Stock and Guardian Preferred Stock (including the common stock issuable upon conversion of the Guardian Preferred Stock) for a substantial period of time, because the Guardian Common Stock has 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.
