Federal and State Securities Laws. The Buyer will prepare and file with the SEC a registration statement under the Securities Act relating to the offering and issuance of the Preferred Shares (the "REGISTRATION STATEMENT") and may make certain associated filings as may be required under state law. The filing Party in each instance will use its reasonable efforts to respond to the comments of the SEC or state securities agency, as the case may be, thereon and will make any further filings (including amendments and supplements) in connection therewith that may be necessary, proper, or advisable.
Federal and State Securities Laws. Assuming federal and state securities laws apply to the interests described herein, the Member acknowledges that the interests have not been registered under the Securities Act of 1933 or any state securities laws, inasmuch as they are being acquired in a transaction not involving a public offering, and, under such laws, may not be resold or transferred by the Member without appropriate registration or the availability of an exemption from such requirements.
Federal and State Securities Laws. The Member acknowledges that the Interests have not been registered under the Securities Act of 1933 or any state securities Laws, inasmuch as they are being acquired in a transaction not involving a public offering, and, under such Laws and subject to the transfer restrictions set forth in Article VIII, may not be resold or transferred by the Member without appropriate registration or the availability of an exemption from such requirements. In this connection, the Member represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act of 1933.
Federal and State Securities Laws. Except as set forth on Schedule 3.1.15:
Federal and State Securities Laws. Upon exercise of the Options, unless a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), is in effect with respect to the Option Shares covered hereby, the Company shall not be required to issue such Option Shares unless the Company has received evidence reasonably satisfactory to it that such issuance is exempt from registration under the Securities Act and all applicable state securities laws. The Company shall be obligated to register the Option Shares, if permitted by applicable state securities laws. Unless registered or exempt from restriction, the certificate(s) issued representing the Option Shares shall bear a legend in substantially the following form: The Shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company of an opinion of counsel reasonably satisfactory to the Company that registration is not required for such sale or transfer.
Federal and State Securities Laws. If federal and state --------------------------------- securities laws apply to the Membership Interests, such Member acknowledges that the Membership Interests have not been registered under the Securities Act or any state securities laws, inasmuch as they are being acquired in a transaction not involving a public offering, and under such laws, may not be resold or transferred by such Member without appropriate registration or the availability of an exemption from such requirements. In this connection, such Member represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.
Federal and State Securities Laws. Assuming the accuracy of the representations of the Investors in Section 5 of this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws. The Shares are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”), and have been registered or qualified (or are exempt from registration and qualification) under the registration, permit, or qualification requirements of all applicable state securities laws.
Federal and State Securities Laws. Upon exercise of the Option, unless a registration statement under the Securities Act, is in effect with respect to the Shares covered hereby, the Company shall not be required to issue such Shares unless the Company has received evidence reasonably satisfactory to it that such issuance is exempt from registration under the Securities Act and all applicable state securities laws. The Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act or any applicable state securities laws. The certificate(s) issued representing the Option Shares may bear a legend in substantially the following form: "The shares represented by this certificate have been acquired for investment and may not be sold or transferred unless the same are registered under the Securities Act of 1933, as amended, or the Company receives an opinion from counsel reasonably satisfactory to the Company that such registration is not required for such sale or transfer or that the shares have been legally sold in broker transactions pursuant to Rule 144 of the rules and regulations of the Securities and Exchange Commission promulgated under the Securities Act of 1933."
Federal and State Securities Laws. The sale and/or issuance of Southshore securities pursuant to the Merger shall have been cleared by all applicable federal and state securities authorities or the issuance of such securities shall be exempt from registration with said authorities.
Federal and State Securities Laws. MFG understands that the Restricted Stock when issued will be restricted securities under the Securities Act of 1933, as amended (the "SECURITIES ACT"), and that no sale, distribution, transfer or other disposition of the Restricted Stock can be made by MFG unless the Restricted Stock has been registered under the Securities Act and applicable securities laws of any other relevant jurisdiction, or exemptions from such registrations are available with respect to the proposed sale, distribution, transfer or other distribution. CTI may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act or any applicable state securities laws. The certificate(s) issued representing the Restricted Stock may bear a legend in substantially the following form: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by CTI of an opinion of counsel reasonably satisfactory to CTI that registration is not required for such sale or transfer."
