Resale of Shares. Holder and the Company acknowledge that as of the date hereof the Staff of the Division of Corporation Finance of the SEC has published Compliance & Disclosure Interpretation 528.04 in the Securities Act Rules section thereof, stating that the holder of securities issued in connection with a public offering may not rely upon Rule 144 promulgated under the Act to establish an exemption from registration requirements under Section 4(a)(1) under the Act, but may nonetheless apply Rule 144 constructively for the resale of such shares in the following manner: (a) provided that six months has elapsed since the last sale under the registration statement, an underwriter or finder may resell the securities in accordance with the provisions of Rule 144(c), (e), and (f), except for the notice requirement; (b) a purchaser of the shares from an underwriter receives restricted securities unless the sale is made with an appropriate, current prospectus, or unless the sale is made pursuant to the conditions contained in (a) above; (c) a purchaser of the shares from an underwriter who receives restricted securities may include the underwriter’s holding period, provided that the underwriter or finder is not an affiliate of the issuer; and (d) if an underwriter transfers the shares to its employees, the employees may tack the firm’s holding period for purposes of Rule 144(d), but they must aggregate sales of the distributed shares with those of other employees, as well as those of the underwriter or finder, for a six-month period from the date of the transfer to the employees. Holder and the Company also acknowledge that the Staff of the Division of Corporation Finance of the SEC has advised in various no-action letters that the holding period associated with securities issued without registration to a service provider commences upon the completion of the services, which the Company agrees and acknowledges shall be the final closing of the Offering, and that Rule 144(d)(3)(ii) provides that securities acquired from the issuer solely in exchange for other securities of the same issuer shall be deemed to have been acquired at the same time as the securities surrendered for conversion (which the Company agrees is the date of the initial issuance of this Purchase Warrant). In the event that following a reasonably-timed written request by Hxxxxx to transfer the Shares in accordance with Compliance & Disclosure Interpretation 528.04 counsel for the Company in good faith concludes t...
Resale of Shares. The Investor represents, warrants and covenants that it will resell the Shares only pursuant to the Registration Statement in which the resale of such Shares is registered under the Securities Act, in a manner described under the caption “Plan of Distribution” in such Registration Statement, and in a manner in compliance with all applicable federal and state securities laws, rules and regulations, or pursuant to an exception for the registration provisions of the Securities Act, if applicable.
Resale of Shares. The Purchaser acknowledges that no representations or promises have been made concerning the value of the Shares and the Purchaser acknowledges that it may be required to bear the economic risk of its investment in the Company for an indefinite period of time.
Resale of Shares. The Dealer Manager agrees, and each Selected Broker-Dealer shall have agreed, to comply and shall comply with any applicable requirements with respect to its and each Selected Broker-Dealer’s participation in any resales or transfers of the Shares. In addition, the Dealer Manager agrees, and each Selected Broker-Dealer shall have agreed, that should it or they assist with the resale or transfer of the Shares, it and each Selected Broker-Dealer will fully comply with all applicable FINRA rules and any other applicable federal or state laws.
Resale of Shares. Each Investor severally covenants that it will not sell or otherwise transfer the Shares or, subject to Stockholder Approval, the Exchange Shares, except pursuant to an effective registration under the Securities Act or in a transaction which, in the opinion of counsel reasonably satisfactory to the Company, qualifies as an exempt transaction under the Securities Act and the rules and regulations promulgated thereunder.
Resale of Shares. Each Initial Purchaser and the Financial Advisor represents and warrants (as to itself only) that it is a "qualified institutional buyer" as defined in Rule 144A under the Act ("QIB"). Each Initial Purchaser and the Financial Advisor, severally and not jointly, agrees with the Company and the Guarantors that (a) it has not and will not, directly or indirectly, solicit offers for, or offer or sell, any of the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act; (b) has not and will not, directly or indirectly, engage in any "directed selling efforts" (as defined in Regulation S under the Act); and (c) it has and (except in the case of the Financial Advisor, which will not solicit offers for the Securities or offer the Securities) will solicit offers for the Securities only from, and will offer the Securities only to (i) in the case of offers inside the United States, Persons whom it reasonably believes to be QIBs or, if any such Person is buying for one or more institutional accounts for which such Person is acting as fiduciary or agent, only when such Person has represented to it that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (ii) in the case of offers outside the United States, to Persons other than U.S. Persons ("foreign purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)). The Company acknowledges and agrees that the Initial Purchasers may sell Securities to any Affiliate of an Initial Purchaser or of the Financial Advisor and that any such Affiliate may sell Securities purchased by it to an Initial Purchaser or the Financial Advisor.
Resale of Shares. Participant is permitted to sell Shares acquired upon exercise of the Options through a designated broker provided the resale of Shares takes place outside of Canada through the stock exchange on which the Shares are listed. Currently, the Company’s Shares are listed on the Nasdaq Global Market.
Resale of Shares. The Investor represents, warrants and covenants that it will resell such Shares only pursuant to a Registration Statement in which the resale of such Advance Shares is registered under the Securities Act, in a manner described under the caption “Plan of Distribution” in such Registration Statement, and in a manner in compliance with all applicable U.S. federal and state securities laws, rules and regulations, including, without limitation, any applicable prospectus delivery requirements of the Securities Act. Notwithstanding the foregoing any Commitment Shares held by the Investor not subject to an effective Registration Statement may be eligible for resale pursuant to Rule 144 of the Securities Act or any other applicable exemptions of the registration requirements of the Securities Act, subject to the satisfaction of any holding period and other applicable requirements under such Rule.
Resale of Shares. Optionee understands that the Bank is not currently subject to the periodic reporting and other requirements of the Securities Exchange Act of 1934, as amended; that the Bank can give no assurance regarding the possibility that the Bank will, at some point in the future, become subject to such requirements; that the Shares have not been registered under the Securities Act of 1933, as amended; that unless so registered, the Shares may not be offered or sold by the Bank except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933, as amended, and applicable state or other securities laws; and that the Bank intends that its offer and sale of the Shares will satisfy the conditions of, and therefore qualify for the exemption from registration under the Securities Act of 1933, as amended, provided by SEC Rule 701, made applicable to national banks by the Securities Offering Disclosure Rules of the OCC, and the exemption from qualification under the California Corporate Securities Law of 1968 provided by Section 25100 of the California Corporations Code. Optionee further understands and agrees that, as a consequence of the exemption from registration provided by SEC Rule 701, the Shares will be subject to certain resale limitations, as follows: (a) the Shares will be deemed to be "restricted securities" as defined in SEC Rule 144; (b) resale of the Shares by Optionee must be in compliance with the registration requirements of the Securities Act of 1933, as amended, or an exemption therefrom; and (c) under SEC Rule 144, a minimum period of one year must elapse between the date of acquisition of "restricted securities" and any resale of such "restricted
Resale of Shares. (1) For a period of 12 months from the date hereof, the Investor and any other Holder undertake not to sell, assign or transfer, in any manner whatsoever, any Shares to any other Person that is not an Affiliate, except with the prior written consent of the Corporation.
