Resales Clause Samples

Resales. The Subscriber acknowledges and agrees that the Securities may and will only be resold (a) pursuant to a Registration Statement under the Act; or (b) pursuant to an exemption from registration under the Act.

Resales. 29.1 Until such time as the Seller has sold all the units in the development, the Purchaser is not allowed to sell or in any way dispose of the unit/s purchased in this agreement, except in favour of the Bank where the Purchaser has breached the loan agreement with the Bank. The Seller may however give the Purchaser written authority to sell before that date has arrived. 29.2 The Purchaser shall ensure and warrants that any subsequent agreement relating to the sale, alienation or disposal of the unit, shall contain this clause. Notwithstanding any such resale, the Purchaser shall ensure that his guarantees (or finances) shall remain available and in place at all times, and shall be obliged to take transfer of his unit. The Purchaser shall not be entitled to pass transfer to his purchaser simultaneously when taking transfer his unit.

Resales. Such Member is acquiring the LLC Interest (and, indirectly, the Loans) for its own account and not with a view toward resale in a distribution within the meaning of the Securities Act.

Resales. 20.1 Until such time as the Seller has sold all the plots in the development, the Purchaser is not allowed to sell or in any way dispose of the plot purchased in this agreement, except in favour of the Bank where the Purchaser has breached the loan agreement with the Bank. The Seller may however give the Purchaser written authority to sell before that date has arrived. 20.2 The Purchaser shall ensure and warrants that any subsequent agreement relating to the sale, alienation or disposal of the plot, shall contain this clause. Notwithstanding any such resale, the Purchaser shall ensure that his guarantees (or finances) shall remain available and in place at all times, and shall be obliged to take transfer of his plot. The Purchaser shall not be entitled to pass transfer to his purchaser simultaneously when taking transfer his plot. SIGNED at on this day of 201 , for and behalf of THE PURCHASER who warrants that he/she is duly authorised thereto. Full name Signature Capacity of signatory ID Number of signatory

Resales. Such Member is acquiring the Private Owner Interest (and, indirectly, the Assets) for its own account and not with a view toward resale in a distribution within the meaning of the Securities Act.

Resales. The Company shall cooperate with any broker-dealer through which a Holder proposes to resell its Registrable Securities in effecting a filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110, as requested by any such Holder, and the Company shall pay the filing fee required by such filing within two (2) Business Days of receipt of a request therefor. Prior to any resale of Registrable Securities by a Holder, the Company shall use its best efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable Securities for the resale by each Holder under the securities or Blue Sky Regulations of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction. If requested by a Holder, the Company shall cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holder may request. The Company may require from each selling Holder a certified statement as to the number of shares of Common Stock beneficially owned by such Holder and the name(s) of the natural persons thereof that have voting and dispositive control over the Common Stock underlying the Note(s). During any periods that the Company is unable to meet its obligations hereunder with respect to the registration of the Registrable Securities solely because any Holder fails to furnish such information within three (3) Trading Days of the Company’s request, any liquidate...

Resales. Subscriber acknowledges and agrees that the Shares may only be resold in compliance with Rules 903 or 904 under Regulation S, pursuant to a Registration Statement under the Act or pursuant to an exemption from registration under the Act. The Company shall not register any transfer of Shares that is not in compliance with this Section 3. Subscriber covenants that all offering materials and documents (other than press releases) used in connection with offers and sales of the Shares before the expiration of the Restricted Period shall state that (i) the Shares have not been registered under the Securities Act and may not be offered or sold in the United States or to a U.S. person (as that term is defined in Rule 902 of Regulation S) unless they are registered under the Act or an exemption from the registration requirements of the Act is available and that (ii) hedging transactions involving the Shares may not be conducted unless in compliance with the Act. These statements shall appear on the cover or inside cover page and in the underwriting section of any prospectus or offering circular and shall appear in any advertisement used in connection with the offer or sale of the Shares.

Resales. The Chase Purchasers understand that the Preference Securities have not been and will not be registered under the 1933 Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from the registration requirements of the 1933 Act. Each Chase Purchaser represents and agrees, that it will offer and sell Preference Securities at any time only in accordance with an applicable exemption from the registration provisions of the 1933 Act. Each Chase Purchaser agrees that, at or prior to confirmation of a sale of Preference Securities it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Preference Securities from it or through it during the restricted period a confirmation or notice to substantially the following effect: "The securities covered hereby have not been registered under the United States Securities Act of 1933 (the "Securities Act") and may not be offered or sold within the United States or to or for the account or benefit of U.S. persons as part of their distribution at any time except in accordance with an exemption from the registration requirements of the Securities Act."

Resales. The Subscriber shall not make any offers or sales of the Securities other than pursuant to a registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. The Subscriber will comply with applicable prospectus delivery requirements.