Common use of ACKNOWLEDGMENT OF NO LIQUIDITY Clause in Contracts

ACKNOWLEDGMENT OF NO LIQUIDITY. The HSI Stockholder has no need for any liquidity in this investment and is able to bear the economic risk of this investment for an indefinite period of time. The HSI Stockholder has been advised and is aware that (i) it may not be possible to liquidate the investment readily; (ii) the HSI Stockholder must bear the economic risk of its investment in the Exchange Shares for an indefinite period of time because the Exchange Shares have not been registered under the Securities Act or state law and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and applicable state law or an exemption from such registration is available; (iii) a legend as to the restrictions on transferability of the Exchange Shares referred to herein will be made on the document evidencing the Exchange Shares, and (iv) a notation in the appropriate records of the Company will be made with respect to any restrictions on transfer of Exchange Shares. The restrictive legend on the certificate will essentially state as follows: THE SECURITIES REPRESENTED BY THSI CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF Securities, AS AMENDED (THE "ACT"), NOR UNDER ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED, CONVEYED, HYPOTHECATED OR OTHERWISE ASSIGNED UNLESS THEY ARE REGISTERED UNDER THE ACT OR UNLESS AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY IS PRESENTED INDICATING THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

Appears in 5 contracts

Samples: Exchange Agreement (Warp 9, Inc.), Exchange Agreement (Warp 9, Inc.), Exchange Agreement (Warp 9, Inc.)

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ACKNOWLEDGMENT OF NO LIQUIDITY. The HSI Stockholder Noteholder has no need for any liquidity in this investment and is able to bear the economic risk of this investment for an indefinite period of time. The HSI Stockholder Noteholder has been advised and is aware that (i) it may not be possible to liquidate the investment readily; (ii) the HSI Stockholder Noteholder must bear the economic risk of its Noteholder’s investment in the Exchange Shares New Note for an indefinite period of time because the Exchange Shares New Note, the Shares, and the Warrants have not been registered under the Securities Act or state law and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and applicable state law or an exemption from such registration is available; (iii) a legend as to the restrictions on transferability of the Exchange Shares New Note, the Shares, and the Warrants referred to herein will be made on the document documents evidencing the Exchange New Note, the Shares, and the Warrants, and (iv) a notation in the appropriate records of the Company will be made with respect to any restrictions on transfer of Exchange the New Note, the Shares, and the Warrants. The undersigned covenants not to sell, transfer, or otherwise dispose of the New Note, the Shares, or the Warrants, unless the New Note, the Shares, or the Warrants have been registered under the Securities Act and the applicable state securities laws, or an exemption from registration is available. The restrictive legend on the certificate will essentially state as follows: THE SECURITIES REPRESENTED BY THSI THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF Securities1933, AS AMENDED (THE "ACT"), NOR UNDER ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED, CONVEYED, HYPOTHECATED OR OTHERWISE ASSIGNED UNLESS THEY ARE REGISTERED UNDER THE ACT OR UNLESS AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY IS PRESENTED INDICATING THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

Appears in 2 contracts

Samples: Exchange Agreement (Wytec International Inc), Exchange Agreement (Wytec International Inc)

ACKNOWLEDGMENT OF NO LIQUIDITY. The HSI Stockholder Xxxx has no need for any liquidity in this investment and is able to bear the economic risk of this investment for an indefinite period of time. The HSI Stockholder Xxxx has been advised and is aware that (i) it may not be possible to liquidate the investment readily; (ii) the HSI Stockholder he must bear the economic risk of its his investment in the Exchange Shares for an indefinite period of time because the Exchange Shares have not been registered under the Securities Act or state law and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and applicable state law law, or an exemption from such registration is available; (iii) a legend as to the restrictions on transferability of the Exchange Shares referred to herein will be made on the document documents evidencing the Exchange Shares, and (iv) a notation in the appropriate records of the Company will be made with respect to any restrictions on transfer of Exchange Shares. The undersigned covenants not to sell, transfer or otherwise dispose of any Shares unless such Shares have been registered under the Securities Act and the applicable state securities laws, or an exemption from registration is available. The restrictive legend on the certificate book entry form or certificates will essentially state as follows: THE SECURITIES REPRESENTED BY THSI THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF Securities1933, AS AMENDED (THE "ACT"), NOR UNDER ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED, CONVEYED, HYPOTHECATED OR OTHERWISE ASSIGNED UNLESS THEY ARE REGISTERED UNDER THE ACT OR UNLESS AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY IS PRESENTED INDICATING THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

Appears in 1 contract

Samples: Exchange Agreement (Wytec International Inc)

ACKNOWLEDGMENT OF NO LIQUIDITY. The HSI Stockholder Xxxx has no need for any liquidity in this investment and is able to bear the economic risk of this investment for an indefinite period of time. The HSI Stockholder Xxxx has been advised and is aware that (i) it may not be possible to liquidate the investment readily; (ii) the HSI Stockholder Xxxx must bear the economic risk of its his investment in the Exchange Shares for an indefinite period of time because the Exchange Shares have not been registered under the Securities Act or state law and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and applicable state law or an exemption from such registration is available; (iii) a legend as to the restrictions on transferability of the Exchange Shares referred to herein will be made on the document documents evidencing the Exchange Shares, and (iv) a notation in the appropriate records of the Company will be made with respect to any restrictions on transfer of Exchange Shares. The undersigned covenants not to sell, transfer or otherwise dispose of any Shares unless such Shares have been registered under the Securities Act and the applicable state securities laws, or an exemption from registration is available. The restrictive legend on the certificate book entry form or certificates will essentially state as follows: THE SECURITIES REPRESENTED BY THSI THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF Securities1933, AS AMENDED (THE "ACT"), NOR UNDER ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED, CONVEYED, HYPOTHECATED OR OTHERWISE ASSIGNED UNLESS THEY ARE REGISTERED UNDER THE ACT OR UNLESS AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY IS PRESENTED INDICATING THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

Appears in 1 contract

Samples: Series C Exchange Agreement (Wytec International Inc)

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ACKNOWLEDGMENT OF NO LIQUIDITY. The HSI Stockholder InterMetro Investor has no need for any liquidity in this investment and is able to bear the economic risk of this investment for an indefinite period of time. The HSI Stockholder InterMetro Investor has been advised and is aware that (i) it may not be possible to liquidate the investment readily; (ii) the HSI Stockholder InterMetro Investor must bear the economic risk of its his investment in the Exchange Shares and Exchange Warrants for an indefinite period of time because the Exchange Shares and Exchange Warrants have not been registered under the Securities 1933 Act or state law and, therefore, cannot be sold unless they are subsequently registered under the Securities 1933 Act and applicable state law or an exemption from such registration is available; (iii) a legend as to the restrictions on transferability of the Exchange Shares and Exchange Warrants referred to herein will be made on the document evidencing the Exchange Shares, and (iv) a notation in the appropriate records of the Company will be made with respect to any restrictions on transfer of Exchange SharesShares and Exchange Warrants. The restrictive legend on the certificate will essentially state as follows: THE SECURITIES REPRESENTED BY THSI THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF Securities1933, AS AMENDED (THE "ACT"), NOR UNDER ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED, CONVEYED, HYPOTHECATED OR OTHERWISE ASSIGNED UNLESS THEY ARE REGISTERED UNDER THE ACT OR UNLESS AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY IS PRESENTED INDICATING THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

Appears in 1 contract

Samples: Exchange Agreement (Lucys Cafe Inc)

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