Common use of U.S. Resale Restrictions Clause in Contracts

U.S. Resale Restrictions. Purchaser understands and acknowledges that the Shares have not been registered under the U.S. Securities Act or any applicable securities laws of any state of the United States or regulations and may not be offered, sold, pledged or transferred, directly or indirectly in the United States or to, or for the account or benefit of a U.S. Person, unless so registered or pursuant to an available exemption from such registration requirements and as a director and officer to the Company, Purchaser is considered an “affiliate” of the Company and is subject to control shares provisions under Rule 144 of the U.S. Securities Act. Unless registered, such control share provisions restrict the ability of the Purchaser to sell his shares in the open market in the United States subject to certain hold period, manner of sale, volume of sale and notice of sale restrictions.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Higgs Dennis Lyle), Stock Purchase Agreement (Higgs Dennis Lyle), Stock Purchase Agreement (McNaughton Kenneth Charles)

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U.S. Resale Restrictions. Purchaser understands and acknowledges that the Shares have not been registered under the U.S. Securities Act or any applicable securities laws of any state of the United States or regulations and may not be offered, sold, pledged or transferred, directly or indirectly in the United States or to, or for the account or benefit of a U.S. Person, unless so registered or pursuant to an available exemption from such registration requirements and as a director and officer to the Company, Purchaser is considered an “affiliate” of the Company and is subject to control shares provisions under Rule 144 of the U.S. Securities Act. Unless registered, such control share provisions restrict the ability of the Purchaser to sell sale of his shares in the open market in the United States subject to certain hold period, manner of sale, volume of sale and notice of sale restrictions.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Higgs Dennis Lyle), Stock Purchase Agreement (Ovsenek Joseph John), Stock Purchase Agreement (McNaughton Kenneth Charles)

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