No Registration Statement. It has been advised no registration statement relating to interests in the Company or otherwise has been or shall be filed with the United States Securities and Exchange Commission under the Federal Securities Act of 1933, as amended, or the securities laws of any state.
No Registration Statement. MSPC will not file any registration statement under the Securities Act until one year after the date on which the Holder shall first have converted any portion of the New Convertible Note into shares of Common Stock or December 31, 2014, whichever shall first occur, provided that MSPC may comply with its obligations under any agreement under which it is obligated to maintain the effectiveness of any registration statement that was filed and declared effective prior to the date of this Agreement.
No Registration Statement. Purchaser acknowledges and agrees that the Securities have not been registered with the Securities and Exchange Commission or any state but have been issued pursuant to exemptions under the Securities Act.
No Registration Statement. The Company does not have any registration statement pending before the Commission or currently under the Commission’s review and for at least one year prior to the date hereof, has not offered or sold any of its equity securities or debt securities convertible into shares of Existing Common Stock or New Common Stock, except to the persons who are purchasing shares of New Common Stock in the Private Placement or to the persons who will be entitled to receive shares of New Common Stock at the Effective Time of the Merger.
No Registration Statement. SCDC does not intend to file a registration statement to register the issuance or resale of the Shares issued to the Members. The Members must accept the Shares for investment purposes only, without a view toward further distribution thereof, and may only be transferred pursuant to an exemption from the registration thereof under applicable federal and state securities laws.
No Registration Statement. In the event that neither (i) an Exchange Offer Registration Statement nor (ii) a Registration Statement has become effective by the Exchange Offer Deadline, upon the request of any Holder that has held the Notes or the shares of Common Stock issued upon conversion thereof for at least one year EXHIBIT I since the issuance of the Notes, the Company shall take all steps necessary to promptly effect the removal of the legend described in Section 5.9 from such Notes or shares of Common Stock, as applicable, and the Company shall bear all costs associated therewith, regardless of whether the request is made in connection with a sale or otherwise, so long as such Holder provides to the Company any information the Company deems reasonably necessary to determine that the legend is no longer required under the Securities Act or applicable state laws in the opinion of counsel to the extent the Company reasonably determines such opinion is necessary, including (if there is no such registration statement) a certification that the holder is not an Affiliate of the Company and regarding the length of time the Notes or shares or Common Stock, as applicable, have been held. Assuming the Notes or Common Stock, as applicable, have been held for greater than one year since the issuance of the Notes and , whether held in certificated form or in book entry with the transfer agent, the Company agrees that upon request, it shall cooperate with the Purchasers to ensure that the Notes or the shares of Common Stock, as applicable, are moved to such Purchaser’s DTC brokerage account according to the instructions provided by such Purchaser.
No Registration Statement. AMHC does not intend to file a registration statement to register the issuance or resale of the AMHC common stock to be delivered to the holders of shares of WWPP common stock as the Merger Consideration. The holders of shares of WWPP common stock must accept the AMHC common stock for investment purposes only, without a view toward further distribution thereof, and may only be transferred pursuant to an exemption from the registration thereof under applicable federal and state securities laws, including (without limitation) the provisions of SEC Rule 144(i).
No Registration Statement. ADI does not intend to file a registration statement to register the issuance or resale of the ADI common stock to be delivered to the holders of shares of SHFHC common stock as the Merger Consideration. The holders of shares of SHFHC common stock must accept the ADI common stock for investment purposes only, without a view toward further distribution thereof, and may only be transferred pursuant to an exemption from the registration thereof under applicable federal and state securities laws, including (without limitation) the provisions of SEC Rule 144(i).
No Registration Statement. Transferors understand and acknowledge that Planet 13 has no obligation or present intention of filing with the United States Securities and Exchange Commission or with any state securities administrator any registration statement in respect of resales of the Consideration Shares in the United States.
No Registration Statement when such Registration Statement becomes effective, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares.
