Absence of Market Sample Clauses

Absence of Market. Fortress acknowledges that the Shares lack liquidity as compared with other investments since there is not, and there is not expected to be, any market therefor, and that the sale or transfer of the Shares must comply with applicable federal and state securities laws. Fortress acknowledges that it must bear the economic risk of its investment in the Shares for an indefinite period of time since none of the Shares have been registered under the Securities Act and therefore cannot be sold unless such Shares are subsequently registered pursuant to the terms of the registration rights agreement attached hereto as Exhibit "C" (the "REGISTRATION RIGHTS AGREEMENT") or otherwise, or an exemption from registration is available.
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Absence of Market. The Investor acknowledges that the Series C Preferred Stock lacks liquidity as compared with other investments since there is not, and there is not expected to be, any market therefor, and that the sale or transfer of the Series C Preferred Stock must comply with applicable federal and state securities laws, The Investor acknowledges that it must bear the economic risk of its investment in the Series C Preferred Stock for an indefinite period of time since none of the Series C Preferred Stock has been registered under the Securities Act and therefore cannot be sold unless such Series C Preferred Stock is subsequently registered pursuant to the terms of the Registration Rights Agreement attached hereto as Exhibit B or otherwise, or an exemption from registration is available.
Sample 1
Absence of Market. Holder acknowledges that the Warrants and the underlying Common Stock lack liquidity as compared with other securities investments since there is not, and there is not expected to be in the foreseeable future, any market for the Warrants or the underlying Common Stock. Holder acknowledges that he must bear the economic risk of his investment in the Warrants and the Common Stock (if the Warrant is duly exercised) for an indefinite period of time since neither have been registered under the Securities Act and therefore cannot be sold unless they are subsequently registered or an exemption from registration is available.
Sample 1
Absence of Market. Such Seller acknowledges that his, her or its Consideration Shares lack liquidity as compared with other private investments since they are subject to restrictions on transfer under applicable securities laws. Such Seller acknowledges that he, she or it must bear the economic risk of his, her or its investment in such Consideration Shares for an indefinite period of time since none of the Consideration Shares has been registered under the Securities Act and therefore cannot be sold (and such Seller covenants that he, she or it will not sell, or engage in hedging activities prohibited by the Securities Act regarding, his, her or its Consideration Shares) unless such sale or hedging with respect to the Consideration Shares is subsequently registered or such Consideration Shares are sold in accordance with the resale limitations of Regulation S under the U. S. Securities Act of 1933, as amended (the "Securities Act"), or an exemption from registration is available. In order to effectuate the foregoing restrictions on resales and other transfers of the Consideration Shares, if any resale or other transfer is proposed to be made (other than pursuant to an effective registration statement under the Securities Act) prior to one year after the Closing Date, (1) in the case of a transfer made in reliance upon Regulation S (a) Seller shall deliver to Purchaser a Transferor Representation Statement substantially in the form of Annex A hereto and (b) the transferee shall deliver to Purchaser a Transferee Representation Statement substantially in the form of Annex B hereto, or (2) in the case of any other transfer Seller shall provide Purchaser with an opinion of counsel reasonably satisfactory to Purchaser to the effect that registration of such sale or transfer is not required under the Securities Act.
Sample 1
Absence of Market. Shareholder acknowledges that such Shareholder must bear the economic risk of his investment in the Holdings Stock for an indefinite period of time since the shares of Holdings Stock acquired pursuant to this Agreement have not been registered under the Securities Act, nor any state securities laws, and therefore cannot be sold unless such shares of Holdings Stock are subsequently registered under the Securities Act and applicable state laws or an exemption from registration is available.
Sample 1
Absence of Market. Marketing Specialists acknowledges that the Common Stock lacks liquidity as compared with other securities investments since there is not, and there is not expected to be, any market for the Common Stock, and that the sale or transfer of the Common Stock must comply with the provisions of applicable federal and state securities Laws. Marketing Specialists acknowledges that it must bear the economic risk of its investment in the Common Stock for an indefinite period of time since the Common Stock has not been registered under the Securities Act and therefore cannot be sold unless the Common Stock is subsequently registered or an exemption from registration is available.
Sample 1
Absence of Market. Arrowhead acknowledges that Arrowhead must bear the economic risk of its investment in the Option Shares for an indefinite period of time since the Option Shares acquired pursuant to the Option Agreement have not been registered under the Securities Act, nor any state securities laws, and therefore cannot be sold unless such Shares are subsequently registered under the Securities Act and applicable state laws or an exemption from registration is available.
Sample 1
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Absence of Market. Such Seller acknowledges that his Promissory Note lacks liquidity as compared with other investments since there is not, and there is not expected to be, any market therefor, and that the sale or transfer of such Promissory Note must comply with the provisions of the Promissory Note and applicable federal and state securities laws. Such Seller acknowledges that he must bear the economic risk of his investment in such Promissory Note for an indefinite period of time since none of the Promissory Notes has been registered under the Securities Act and therefore cannot be sold unless such Promissory Notes are subsequently registered or an exemption from registration is available.
Sample 1
Absence of Market. Buyer acknowledges that the Shares lack liquidity as compared with other securities investments since there is not, and there is not expected to be, any market therefor, and that the sale or transfer of the Shares must comply with the provisions of applicable federal and state securities laws. Buyer acknowledges that it must bear the economic risk of its investment in the Shares for an indefinite period of time since none of such securities has been registered under the Securities Act and therefore cannot be sold unless such securities are subsequently registered or an exemption from registration is available.
Sample 1

Related to Absence of Market

  • Absence of Change Since the date of the balance sheet, there has not been any change in the financial condition or operations of the ISSUER, except changes in the ordinary course of business, which changes have not, in the aggregate, been materially adverse.

  • Absence of Changes Since the Balance Sheet Date, except as set forth on Schedule 5.25, there has not been:

  • Absence of Material Change From the date of this Agreement to the Closing, there has not occurred any event, change, effect, act, discovery, or occurrence (or any combination of the forgoing) (whether or not referred to or described herein or in any Exhibit or Schedule hereto) that individually or in the aggregate would have, or would reasonably be expected to have, a Material Adverse Effect.

  • Absence of Material Changes Subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and the Disclosure Package, and except as may be otherwise stated or incorporated by reference in the Registration Statement, the Prospectus and the Disclosure Package, there has not been (i) any Material Adverse Effect, (ii) any transaction which is material to the Company and its subsidiaries taken as a whole, (iii) any obligation, direct or contingent (including any off-balance sheet obligations), incurred by the Company or any of its subsidiaries, which is material to the Company and its subsidiaries taken as a whole, (iv) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company, or (v) any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or the conversion of convertible indebtedness) or material change in the short-term debt or long-term debt of the Company or any of its subsidiaries (other than upon conversion of convertible indebtedness) or any issuance of options, warrants, convertible securities or other rights to purchase the capital stock (other than grants of stock options under the Company’s stock option plans existing on the date hereof) of the Company or any of its subsidiaries.

  • Absence of Manipulation The Company has not taken, directly or indirectly, any action that is designed to or that has constituted or that would reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered Securities.

  • Absence of quotations Subject to Clause 10.2 (Market disruption), if LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by the Specified Time on the Quotation Day, the applicable LIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.

  • Absence of Control It is the intent of the parties to this Agreement that in no event shall the Purchasers, by reason of any of the Transaction Documents, be deemed to control, directly or indirectly, the Company, and the Purchasers shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the Company.

  • Absence of Conflict The Executive represents and warrants that his employment by the Company as described herein shall not conflict with and will not be constrained by any prior employment or consulting agreement or relationship.

  • Absence of Duty Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the Collateral covered by this Agreement or the other Loan Documents exists or is owned by Borrower or is cared for, protected or insured or has been encumbered or that the Liens granted to Agent, on behalf of the Lenders, herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected, enforced or maintained or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent in this Section 13.1(h) or in any of the Loan Documents; it being understood and agreed that in respect of the Collateral covered by this Agreement or the other Loan Documents, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its discretion, given Agent’s own interest in Collateral covered by this Agreement or the Loan Documents as one of Lenders and Agent shall have no duty or liability whatsoever to any of the other Lenders; provided, that Agent shall exercise the same care which it would in dealing with loans for its own account.

  • Absence of Conflicts The execution and delivery of this Agreement and any other document or instrument contemplated hereby, and the consummation of the transactions contemplated hereby and thereby, and compliance with the requirements hereof and thereof, will not (a) violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Investor, (b) violate any provision of any indenture, instrument or agreement to which Investor is a party or is subject, or by which Investor or any of its assets is bound, or conflict with or constitute a material default thereunder, (c) result in the creation or imposition of any lien pursuant to the terms of any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by Investor to any third party, or (d) require the approval of any third-party (that has not been obtained) pursuant to any material contract, instrument, agreement, relationship or legal obligation to which Investor is subject or to which any of its assets, operations or management may be subject.

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