COH Shares definition
Examples of COH Shares in a sentence
Each of the COH Stockholders is an investor in securities of companies in the development stage and acknowledges that each such COH Stockholder is able to fend for itself, can bear the economic risk of its investment, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the COH Shares.
No COH Stockholder has been formed for the specific purpose of acquiring the COH Shares.
COH acknowledges that Licensee has no obligation to register or qualify the COH Shares for resale.
COH further represents that the COH Stockholders do not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation rights to such person or to any third person, with respect to any of the COH Shares unless the COH Shares are registered under the Securities Exchange Act of 1934, as amended.
Other than COH’s right to the COH Shares hereunder and options to purchase Common Stock granted pursuant to the Stock Plan, there are no other outstanding rights, options, warrants, preemptive rights, rights of first refusal, or similar rights for the purchase or acquisition from Licensee of any securities of Licensee nor any commitments to issue or execute any such rights, options, warrants, preemptive rights or rights of first refusal.
COH also understands that there is no assurance that any exemption from registration under the Act will be available and that, even if available, such exemption may not allow COH to transfer all or any portion of the COH Shares or the Conversion Shares under the circumstances, in the amounts or at the times COH might propose.
COH also understands that the COH Shares are being offered and sold pursuant to an exemption from registration contained in the Act based in part upon COH’s representations contained in the Agreement.
COH must bear the economic risk of this investment indefinitely unless the COH Shares (or the Conversion Shares) are registered pursuant to the Act, or an exemption from registration is available.
Prior to a Qualified IPO, except with the prior written consent of Licensee, COH may not transfer the COH Shares other than to an Affiliate thereof.
COH understands that the Licensee has no present intention of registering the COH Shares, the Conversion Shares or any shares of its Common Stock.