Optometrist. (i) acknowledges that the Securities issued to Optometrist at the Closing must be held indefinitely by Optometrist unless subsequently registered under the Securities Act or an exemption from registration is available, (ii) is aware that any routine sales of Securities made pursuant to Rule 144 under the Securities Act may be made only in limited amounts and in accordance with the terms and conditions of that Rule and that in such cases where the Rule is not applicable, compliance with some other registration exemption will be required, (iii) is aware that Rule 144 is not currently available for use by Optometrist for resale of any of the Securities to be acquired by Optometrist upon consummation of the transactions described in this Agreement, and (iv) acknowledges and agrees that the transfer of the Securities shall be further restricted by the "lock-up" provisions contained in the Registration Rights Agreement in the form of Exhibit 12.1(o), whereby Optometrist shall be treated as an "affiliate" of Vision 21 under Rule 144.
Appears in 1 contract
Optometrist. (i) acknowledges that the Securities issued to Optometrist at the Closing must be held indefinitely by Optometrist unless subsequently registered under the Securities Act or an exemption from registration is available, (ii) is aware that any routine sales of Securities made pursuant to Rule 144 under the Securities Act may be made only in limited amounts and in accordance with the terms and conditions of that Rule and that in such cases where the Rule is not applicable, compliance with some other registration 37 41 exemption will be required, (iii) is aware that Rule 144 is not currently available for use by Optometrist for resale of any of the Securities to be acquired by Optometrist upon consummation of the transactions described in this Agreement, and (iv) acknowledges and agrees that the transfer of the Securities shall be further restricted by the "lock-up" provisions contained in the Registration Rights Agreement in the form of Exhibit 12.1(o14.(o), whereby Optometrist shall be treated as an "affiliate" of Vision 21 under Rule 144.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Vision Twenty One Inc)