Resale of the Securities. Such Seller understands that the Consideration Shares received pursuant to this Agreement may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of unless such transfer or other disposition has been registered under the Securities Act or, in the opinion of counsel reasonably satisfactory to TEXEN, is exempt from registration under the Securities Act, and has been registered or qualified or, in the opinion of such counsel, is exempt from registration or qualification under applicable state securities laws. Such Seller understands that TEXEN and PARTNERS are under no obligation to register or seek an exemption under the federal securities laws, state securities laws, or any foreign securities laws or to cause or permit such Consideration Shares to be transferred in the absence of any such registration or exemption.
Resale of the Securities. Each Initial Purchaser represents and warrants to, and agrees with the Company that:
Resale of the Securities. During the period of two years after the last date of original issuance of the Securities, the Company shall not, and shall not permit any of its Affiliates to, resell any of the Securities or the shares of Common Stock, if any, issued upon conversion of the Securities, that constitute "restricted securities" under Rule 144 under the Securities Act that have been reacquired by any of them.
Resale of the Securities. The Initial Purchasers have advised the Issuers that they propose to offer the Securities for resale upon the terms and conditions set forth in this Agreement and in the Offering Memorandum. Each Initial Purchaser hereby represents and warrants (as to itself only) to, and agrees with, the Issuers that (i) it is purchasing the Securities for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is (a) a "qualified institutional buyer" (a "QIB") within the meaning of Rule 144A under the Act and is aware that the sale to it is being made in reliance on Rule 144A under the Act, (b) an institutional "accredited investor" within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Act (an "Accredited Investor"), or (c) a person other than a U.S. person (a "foreign purchaser"), which term shall include dealers or other professional fiduciaries in the U.S. acting on a discretionary basis for foreign beneficial owners in offshore transactions meeting the requirements of Rule 903 of Regulation S under the Act; (ii) it acknowledges that the Securities have not been registered under the Act and that none of the Securities may be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except as set forth below; (iii) it shall not resell or otherwise transfer any of such Securities prior to (a) the date which is three years (or such shorter period of time as permitted by Rule 144(k) under the Act or any successor provision thereunder) after the later of the date of original issuance of the Securities and (b) such later date, if any, as may be required by applicable laws except (a) to the Company or its Subsidiaries, (b) inside the United States to an Accredited Investor that, prior to such transfer, furnishes to the Trustee a signed letter containing certain representations and agreements (the form of which letter can be obtained from the Trustee), (d) outside the United States to foreign purchasers in offshore transactions meeting the requirements of Rule 904 of Regulation S, (e) pursuant to the exemption from registration provided by Rule 144 under the Act (if available), (f) pursuant to an effective registration statement under the Act or (g) pursuant to another available exemption from the registration requirements of the Act; (iv) it agrees that it will give to each person to whom it transfers the Securities notice of any restrictions o...
Resale of the Securities. Each WRT Shareholder agrees not to transfer Spacial Common Stock received herein in violation of the Act or any applicable state securities laws and that it will not sell or otherwise dispose of any Spacial Common Stock unless such sale or other disposition has been registered under the Act or, in the opinion of counsel reasonably satisfactory to Spacial, is exempt from registration under the Act and has been registered or qualified or, in the opinion of such counsel, is exempt from registration or qualification under applicable state securities laws. Additionally, Spacial Common Stock received herein may not be sold, hypothecated or assigned without the written consent of Spacial. Such WRT Shareholder understands that the terms hereof may apply to the WRT Shareholders' heirs and assigns whether permitted or otherwise.
Resale of the Securities. Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Issuer and the Company that:
Resale of the Securities. Subject to the terms of this Agreement, the Securities may be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, HTI may require the Company, at its expense, to provide to HTI an opinion of counsel to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.
Resale of the Securities. (A) The Initial Purchasers have advised the Issuers that they propose to offer the Securities for resale upon the terms and conditions set forth in this Agreement and in the Offering Memorandum. Each Initial Purchaser hereby represents and warrants (as to itself only) to, and agrees with, the Issuers that it is purchasing the Securities for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "Qualified Institutional Buyer" and is aware that the sale to it is being made in reliance on Rule 144A under the Act or an Accredited Investor.
Resale of the Securities. The Initial Purchaser has advised the Company that it proposes to offer the Securities for sale upon the terms and conditions set forth in this Agreement and the Offering Memorandum, and the Initial Purchaser hereby represents and warrants to, and agrees with, the Company that:
Resale of the Securities. In connection with any resale of the Securities, Subscriber understands the requirements for qualifying for the exemption from registration afforded by Section 4(1) of the 1933 Act and that there can be no assurance that Subscriber will be able to qualify for any exemptions, including the exemptions afforded by Section 4(1) of the 1933 Act. Subject to Section 3(a) of the Demand Registration Rights Agreement, the Company shall have no liability in the event Subscriber is unable to qualify for the exemption afforded by Section 4(1) and is unable to offer, sell or otherwise transfer the Securities in the United States or elsewhere.
