Common use of No Obligation to Register Shares Clause in Contracts

No Obligation to Register Shares. Each Seller understands that the Purchaser is under no obligation to register the Consideration Shares under the Securities Act, or to assist such Seller in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction. Such Seller understands that the Consideration Shares must be held indefinitely unless the sale thereof is subsequently registered under the Securities Act and applicable state securities laws or exemptions from such registration are available. All certificates evidencing the Consideration Shares will bear a legend stating that the Consideration Shares have not been registered under the Securities Act or state securities laws and they may not be resold unless they are registered under the Securities Act and applicable state securities laws or exempt therefrom.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Swissinso Holding Inc.), Stock Exchange Agreement (mBeach Software, Inc.), Stock Purchase Agreement (Pashminadepot.com, Inc)

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No Obligation to Register Shares. Each Seller understands that the Purchaser is under no obligation to register the Consideration Shares under the Securities Act, or to assist such Seller in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction. Such Seller understands that the Consideration Shares must be held indefinitely unless the sale thereof is subsequently registered under the Securities Act and applicable state securities laws or exemptions from such registration are available. All certificates evidencing the Consideration Shares will bear a legend stating that the Consideration Shares have not been registered under the Securities Act or state securities laws and they may not be resold unless they are registered under the Securities Act and applicable state securities laws or exempt therefrom.

Appears in 1 contract

Samples: Stock Purchase Agreement (Language Arts Corp.)

No Obligation to Register Shares. Each Seller understands that the Purchaser is under no obligation to register the Consideration Shares under the Securities Act, or to assist such Seller in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction. Such Seller understands that the Consideration Shares must be held indefinitely unless the sale thereof is subsequently registered under the Securities Act and applicable state securities laws or exemptions from such registration are available. All certificates evidencing the Consideration Shares will bear a legend stating that the Consideration Shares have not been registered under the Securities Act or state securities laws and they may not be transferred or resold unless they are registered under the Securities Act and applicable state securities laws or exempt therefrom.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Brownie's Marine Group, Inc)

No Obligation to Register Shares. Each Seller understands that neither Blue Star nor the Purchaser is under no obligation to register the Consideration Shares under the Securities Act, or to assist such Seller in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction. Such Seller understands that the Consideration Shares must be held indefinitely unless the sale thereof is subsequently registered under the Securities Act and applicable state securities laws or exemptions from such registration are available. All certificates evidencing the Consideration Shares will bear a legend stating that the Consideration Shares have not been registered under the Securities Act or state securities laws and they may not be transferred or resold unless they are registered under the Securities Act and applicable state securities laws or exempt therefrom.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Blue Star Foods Corp.)

No Obligation to Register Shares. Each The Seller understands that the Purchaser is under no obligation to register the Consideration Shares under the Securities Act, or to assist such Seller in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction. Such The Seller understands that the Consideration Shares must be held indefinitely unless the sale thereof is subsequently registered under the Securities Act and applicable state securities laws or exemptions from such registration are available. All certificates evidencing the Consideration Shares will bear a legend stating that the Consideration Shares have not been registered under the Securities Act or state securities laws and they may not be resold unless they are registered under the Securities Act and applicable state securities laws or exempt therefrom.

Appears in 1 contract

Samples: Asset Purchase Agreement (Game Face Gaming, Inc.)

No Obligation to Register Shares. Each The Seller understands that the Purchaser is under no obligation to register the Consideration Shares under the Securities Act, or to assist such the Seller in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction. Such The Seller understands that the Consideration Shares must be held indefinitely unless the sale thereof is subsequently registered under the Securities Act and applicable state securities laws or exemptions from such registration are available. All certificates evidencing the Consideration Shares will bear a legend stating that the Consideration Shares have not been registered under the Securities Act or state securities laws and they may not be resold unless they are registered under the Securities Act and applicable state securities laws or exempt therefrom.

Appears in 1 contract

Samples: Stock Purchase Agreement (Enterologics, Inc.)

No Obligation to Register Shares. Each Seller The Purchaser understands that the Purchaser there is under no obligation of any Person to register the Consideration Shares under the Securities Act, or to assist such Seller the Purchaser in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction. Such Seller Purchaser understands that the Consideration Shares must be held indefinitely unless the sale thereof is subsequently registered under the Securities Act and applicable state securities laws or exemptions from such registration are available. All certificates evidencing the Consideration Shares will bear a legend stating that the Consideration Shares have not been registered under the Securities Act or state securities laws and they may not be resold unless they are registered under the Securities Act and applicable state securities laws or exempt therefrom.

Appears in 1 contract

Samples: Agreement (New York Sub Co)

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No Obligation to Register Shares. Each Seller Purchaser understands that the Purchaser there is under no obligation of any Person to register the Consideration Shares under the Securities Act, or to assist such Seller the Purchaser in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction. Such Seller Purchaser understands that the Consideration Shares must be held indefinitely unless the sale thereof is subsequently registered under the Securities Act and applicable state securities laws or exemptions from such registration are available. All certificates evidencing the Consideration Shares will bear a legend stating that the Consideration Shares have not been registered under the Securities Act or state securities laws and they may not be resold unless they are registered under the Securities Act and applicable state securities laws or exempt therefrom.

Appears in 1 contract

Samples: Agreement (ECLIPSE IDENTITY RECOGNITION Corp)

No Obligation to Register Shares. Each The Seller understands that the Purchaser Buyer is under no obligation to register the Consideration Shares under the Securities Act, or to assist such the Seller in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction. Such The Seller understands that the Consideration Shares must be held indefinitely unless the sale thereof is subsequently registered under the Securities Act and applicable state securities laws or exemptions from such registration are available. All certificates evidencing the Consideration Shares will bear a legend stating that the Consideration Shares have not been registered under the Securities Act or state securities laws and they may not be resold unless they are registered under the Securities Act and applicable state securities laws or exempt therefrom.

Appears in 1 contract

Samples: Stock Purchase Agreement (Buckeye Oil & Gas, Inc.)

No Obligation to Register Shares. Each The Seller understands that the Purchaser is under no obligation to register the Consideration Shares Securities under the Securities Act, or to assist such the Seller in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction. Such The Seller understands that the Consideration Shares Securities must be held indefinitely unless the sale thereof is subsequently registered under the Securities Act and applicable state securities laws or exemptions from such registration are available. All certificates evidencing the Consideration Shares Securities will bear a legend stating that the Consideration Shares Securities have not been registered under the Securities Act or state securities laws and they may not be resold unless they are registered under the Securities Act and applicable state securities laws or exempt therefrom.

Appears in 1 contract

Samples: Share Purchase Agreement (Blox, Inc.)

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