Absence of Registration. It understands that:
Absence of Registration. Buyer acknowledges and agrees that:
Absence of Registration. By acceptance of a Warrant Certificate evidencing ----------------------- the Warrant, each Holder represents and agrees that such Holder is acquiring the Warrant, and that upon exercise thereof it will acquire the Shares, with its own funds for its own account for investment, and not with a view to any sale, distribution or transfer thereof in violation of the Securities Act of 1933 (the "Securities Act"). Each Holder acknowledges that such Holder has been informed by the Company or by the previous Holder of the Warrant that the Warrant may not, under the Securities Act and applicable regulations thereunder, be re-sold, transferred or otherwise disposed of without registration under the Securities Act or an applicable exemption from the registration requirements of the Securities Act and, if sold pursuant to an applicable exemption and if requested by the Company, an opinion of counsel that registration under the Securities Act is not required. Warrant Certificates shall bear the following legend: THE WARRANT REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). IT MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
Absence of Registration. Purchaser understands that the Portfolio Loans have not been registered under the Act or applicable state securities laws, and that the Portfolio Loans are being sold hereunder in reliance on exemptions from registration under the Act and applicable state securities laws.
Absence of Registration. Each Investor understands, acknowledges and agrees that the Acquired Shares, the Warrants and the Warrant Shares have not been registered under the Securities Act and may not be offered or sold in the United States or to US persons unless such shares are registered under the Securities Act and applicable state securities laws, or an exemption from the registration requirements of the Securities Act and such state securities laws is available. The Investors understand that the certificate evidencing the Acquired Shares and the Warrant Shares will be imprinted with a legend in substantially the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT, OR AN OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES SATISFACTORY TO NUR MACROPRINTERS LTD., THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.”
Absence of Registration. Neither the Warrants nor the shares of ----------------------- Common Stock issuable upon exercise of the Warrants have been registered under the Act. Each Holder represents and warrants to the Company that it will not dispose of the Warrant or such shares except to an affiliate or pursuant to (i) a registration statement filed under the Act or (ii) an opinion of counsel, reasonably satisfactory to counsel for the Company, that such registration is not required under the Act.
Absence of Registration. Except as set forth in the Stockholders Agreement, the Corporation is under no obligation to register the Common Stock under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities act or to take any other action necessary to comply with an available exemption or regulation under any such acts (including Rule 144 under the Securities Act) in order to permit AMD Investments or Fujitsu to sell, transfer or otherwise dispose of the Common Stock. Accordingly, AMD Investments and Fujitsu recognize that the Common Stock will not be freely transferable and understand and acknowledge that each must continue to bear the economic risk of an investment in the Common Stock for an indefinite period.
Absence of Registration. Ensign acknowledges that the shares of CareTrust Common Stock to be issued to it hereunder have not been registered under the Securities Act and, therefore, may not be sold unless registered under the Securities Act or an exemption from registration is available.
Absence of Registration. Such Purchaser understands that:
Absence of Registration. Optionee acknowledges and agrees that this Option and the Option Shares have not been registered under the Securities Act or the securities laws of any jurisdiction and accordingly will not be transferable except as permitted under one or more exemptions from the registration requirements of such laws or upon satisfaction of the registration and prospectus delivery requirements of such laws. Therefore, the Option Shares must be held indefinitely unless they are subsequently registered under the Securities Act and all other applicable securities laws or an exemption from such registration is available. Optionee understands that the certificates, if any, evidencing the Option Shares may be imprinted with a legend which prohibits the transfer thereof unless they are registered or unless the Company receives an opinion of counsel reasonably satisfactory to the Company that such registration is not required. Optionee understands that a stop transfer instruction may be in effect with respect to transfer of Option Shares consistent with the requirements of the securities laws.
