Common use of Legending of Subject Securities Clause in Contracts

Legending of Subject Securities. 10.1 The Purchaser hereby acknowledges that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, any certificates representing the Ordinary Shares may bear a restrictive legend pursuant to applicable laws and may include language substantially similar to the below: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW. NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW WHICH, IN THE OPINION OF COUNSEL TO THE COMPANY, IS AVAILABLE.”

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Cordyceps Sunshine Biotech Holdings Co., Ltd.)

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Legending of Subject Securities. 10.1 The Purchaser Subscriber hereby acknowledges that that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, any the certificates representing any of the Ordinary Shares may Securities will bear a restrictive legend pursuant to applicable laws and may include language in substantially similar to the belowfollowing form: “NONE OF THE SECURITIES REPRESENTED BY TO WHICH THIS CERTIFICATE RELATES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE ANY U.S. STATE LAW. NEITHER THE SECURITIES NOR ANY INTEREST THEREIN LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED FOR SALEOR SOLD IN THE UNITED STATES OR, SOLD DIRECTLY OR OTHERWISE TRANSFERRED INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION UNDER REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE LAW WHICH, IN THE OPINION OF COUNSEL TO THE COMPANY, IS AVAILABLESECURITIES LAWS.”

Appears in 1 contract

Samples: Subscription Agreement (California Oil & Gas Corp)

Legending of Subject Securities. 10.1 5.1 The Purchaser Optionee hereby acknowledges that that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, any the certificates representing any of the Ordinary Shares may Securities will bear a restrictive legend pursuant to applicable laws and may include language in substantially similar to the belowfollowing form: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE LAW. NEITHER THE SECURITIES NOR ANY INTEREST THEREIN AND, ACCORDINGLY, MAY NOT BE OFFERED FOR SALE, OR SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION UNDER REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE LAW WHICH, IN THE OPINION OF COUNSEL TO THE COMPANY, IS AVAILABLESECURITIES LAWS.

Appears in 1 contract

Samples: Stock Option and Subscription Agreement (Yellowcake Mining Inc.)

Legending of Subject Securities. 10.1 8.1 The Purchaser Subscriber hereby acknowledges that that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, any the certificates representing any of the Ordinary Shares may Securities will bear a restrictive legend pursuant to applicable laws and may include language in substantially similar to the belowfollowing form: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE LAW. NEITHER THE SECURITIES NOR ANY INTEREST THEREIN AND, ACCORDINGLY, MAY NOT BE OFFERED FOR SALE, OR SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION UNDER REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE LAW WHICH, IN THE OPINION OF COUNSEL TO THE COMPANY, IS AVAILABLESECURITIES LAWS.

Appears in 1 contract

Samples: Subscription Agreement (Novastar Resources Ltd.)

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Legending of Subject Securities. 10.1 8.1 The Purchaser Subscriber hereby acknowledges that that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, any the certificates representing any of the Ordinary Shares may Securities will bear a restrictive legend pursuant to applicable laws and may include language in substantially similar to the belowfollowing form: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE LAW. NEITHER THE SECURITIES NOR ANY INTEREST THEREIN AND, ACCORDINGLY, MAY NOT BE OFFERED FOR SALE, OR SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION UNDER REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE LAW WHICH, IN THE OPINION OF COUNSEL TO THE COMPANY, IS AVAILABLESECURITIES LAWS.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Heartland Oil & Gas Corp)

Legending of Subject Securities. 10.1 The Purchaser hereby acknowledges that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, any the certificates representing any of the Ordinary Shares may Securities will bear a restrictive legend pursuant to applicable laws and may include language in substantially similar to the belowfollowing form: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “ACT”), OR APPLICABLE STATE LAW) AND ARE RESTRICTED SECURITIES AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. NEITHER THE SECURITIES NOR ANY INTEREST THEREIN SHARES MAY NOT BE OFFERED FOR SALE, SOLD SOLD, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW WHICHACT, IN THE OPINION AVAILABILITY OF COUNSEL WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY, IS AVAILABLE.

Appears in 1 contract

Samples: Subscription Agreement (Mexoro Minerals LTD)

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