New Notes Not Registered Clause Samples
The "New Notes Not Registered" clause defines the status and implications of new securities (notes) that have not been registered under applicable securities laws. Typically, this clause clarifies that such notes cannot be offered, sold, or transferred except in compliance with registration requirements or under an exemption, such as private placements to accredited investors. Its core practical function is to ensure legal compliance and manage risk by informing holders and potential buyers of the restrictions on trading or transferring unregistered notes, thereby preventing inadvertent violations of securities regulations.
New Notes Not Registered. Such Holder understands that the New Notes, when issued, will not have been registered under the Securities Act and are issued in reliance upon an exemption from the registration requirements of the Securities Act, which depends upon, among other things, the accuracy of the representations of such Holder as expressed herein. Such Holder is not acquiring the New Notes with a view to any distribution thereof or with any present intention of offering or selling any of the New Notes in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction. Such Holder has not offered, sold or delivered the New Notes to be acquired by such Holder, and will not offer, sell or deliver the New Notes except pursuant to an effective registration statement under the Securities Act or an exemption from such registration to the extent available under the Securities Act. Such Holder understands and acknowledges that no public market now exists for the New Notes and that neither Primus nor any affiliate thereof has made any assurances that a public market will ever exist for the New Notes.