Exchange Only Clause Samples
The "Exchange Only" clause restricts the transfer or assignment of certain rights, interests, or assets exclusively to exchanges, rather than to individuals or other entities. In practice, this means that any sale, transfer, or assignment must occur through a recognized exchange platform, such as a stock exchange or commodity exchange, and not via private transactions. This clause is typically used to maintain transparency, ensure regulatory compliance, and facilitate standardized procedures, thereby reducing the risk of unauthorized or opaque transfers.
Exchange Only. The Holder is a current holder of Securities and has not provided any consideration to the Company for the Preferred Stock received in the Exchange other than the Securities. The Holder understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and the Preferred Stock issued in the Exchange may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) pursuant to Rule 144, or (C) pursuant to another exemption from registration under the Securities Act, including but not limited to Section 3(a)(9) thereunder.
Exchange Only. Such Investor is a current holder of Exchanged Securities and has not provided any consideration to the Company for the Series D received in the Exchange other than the Exchanged Securities. Such Investor understands that the New Securities issued in the Exchange may not be offered for sale, sold, assigned or transferred unless (a) subsequently registered, (b) pursuant to Rule 144, or (c) pursuant to another exemption from registration under the Securities Act, including but not limited to Section 3(a)(9) thereunder.
Exchange Only. The Investor is a current holder of Securities and has not provided any consideration to the Company for the Series D Preferred Stock received in the Exchange other than the Securities. Each Investor understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and the Series D Preferred Stock issued in the Exchange may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) pursuant to Rule 144, or (C) pursuant to another exemption from registration under the Securities Act, including but not limited to Section 3(a)(9) thereunder.
Exchange Only. The Investor has not provided any consideration to the Company for the Series D received in the Exchange other than the Securities. The Investor understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and the Series D issued in the Exchange may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) pursuant to Rule 144, or (C) pursuant to another exemption from registration under the Securities Act, including but not limited to Section 3(a)(9) thereunder.