Freely Tradable. The Company confirms that (i) the Backstop Investor Shares will be freely tradeable without restrictive legends following the Business Combination; the Backstop Investor Shares will not require re-registration pursuant to a registration statement filed with the SEC on Form S-1 or Form S-3 or equivalent following the Business Combination; and that the Backstop Investor shall not be identified as a statutory underwriter in any registration statement filed with the SEC on Form S-1 or Form S-3 or equivalent.
Freely Tradable. All shares issued pursuant to this Subscription Agreement have been registered pursuant to the Securities Act of 1933, as amended, on Form SB-2 (SEC File No: 333-72380)(the "Registration Statement"). This Registration Statement will be or has become effective as of the date of the execution of this Agreement and no stop order shall have been issued regarding the shares issued. Accordingly, the shares subscribed to and issued pursuant to this Agreement are freely tradable and unrestricted.
Freely Tradable. The Company confirms that the Investor Non-Redemption Shares will be freely tradeable without restrictive legends following the Transactions; the Investor Non-Redemption Shares will not require re-registration pursuant to a registration statement filed with the SEC on Form S-1 or FormS-3 or equivalent following the Transactions; and that the Investor shall not be identified as a statutory underwriter in any registration statement filed with the SEC on Form S-1 or Form S-3 or equivalent as a result of the purchase of Investor Non-Redemption Shares.
Freely Tradable. AXll shares issued pursuant to this Subscription Agreement have been registered pursuant to the Securities Act of 1933, as amended, on Form SB-2 (SEC File No: 333-_____) (the "Registration Statement"). This Registration Statement will be or has become effective as of the date of the execution of this Agreement and no stop order shall have been issued regarding the shares issued. Accordingly, the shares subscribed to and issued pursuant to this Agreement are freely tradable and unrestricted.
Freely Tradable. On the Closing Date, (A) the New Second Lien Notes and the Exchange Warrants shall be, and the common stock upon issuance following a cashless exercise of the Exchange Warrants, would be, freely tradable securities, except those New Second Lien Notes and Exchange Warrants (and the common stock upon issuance following a cashless exercise of the Exchange Warrants) that are held by an Affiliate of Nuverra or any person who was an Affiliate of Nuverra 90 days immediately before the Closing Date; and (B) neither the New Second Lien Notes or the Exchange Warrants (and the common stock upon issuance following a cashless exercise of the Exchange Warrants) shall bear any restrictive legend.
Freely Tradable. The issuance of the Takeback Shares and the Additional Shares are exempt from the prospectus and registration requirements of the Securities Act (Ontario) and, subject to the contractual restrictions set forth in the Escrow Agreement, the Takeback Shares and the Additional Shares will be freely tradable and (assuming that the Vendor is not, and does not become, a “control person” of the Purchaser) not subject to any statutory hold period or other restriction on transfer, other than a four-month hold period from the date of issuance of such Takeback Shares or the Additional Shares, as applicable.
Freely Tradable. The Company confirms that Backstop Investor Shares will be freely tradeable without restrictive legends following the Purchase & Sale; Backstop Investor Shares will not require re-registration pursuant to a registration statement filed pursuant to the Securities Act of 1933, as amended, following the Purchase & Sale due to any action of the Company; and that Backstop Investor shall not be identified as a statutory underwriter in any registration statement filed with the SEC pursuant to the Securities Act of 1933, as amended, by the Company.
Freely Tradable. The term “
Freely Tradable. The BAM Shares will not be subject to any statutory hold period under the Securities Act (Ontario) and no other documents will be required to be filed, proceedings taken, or approvals, permits, consents, orders or authorizations of regulatory authorities required to be obtained by BAM under the Securities Act (Ontario) in connection with the first trade of such BAM Shares in Ontario, provided that (a) at the time of such first trade, BAM is and has been a reporting issuer (within the meaning of the Securities Act (Ontario)) in Ontario for the four months preceding the trade; (b) the trade is not a “control distribution” as defined under the Canadian Securities Administrators’ National Instrument 45-102; (c) such first trade has not been preceded by an unusual effort (by any Person other than BAM or its Affiliates) to prepare the market or to create a demand for the securities and no extraordinary commission or consideration is paid in respect of the trade; and (d) the trade complies with Rule 904 of Regulation S or is otherwise exempt from registration under the Securities Act and any other applicable United States securities laws.
Freely Tradable. An Initial Security shall be deemed to be “Freely Tradable” at any time of determination if at such time of determination (i) it may be sold to the public pursuant to Rule 144 under the Securities Act by a person that is not an “affiliate” (as defined in Rule 144 under the Securities Act) of the Company without regard to any of the conditions specified therein (other than the holding period requirement in paragraph (d) of Rule 144 so long as such holding period requirement is satisfied at such time of determination) and (ii) it does not bear any restrictive legends relating to the Securities Act. Guarantees: As defined in the Purchase Agreement.
