Restricted Securities; Registration Rights Sample Clauses

Restricted Securities; Registration Rights. Stockholder acknowledges ------------------------------------------ and understands that the terms of the Mergers have not been reviewed by the Securities and Exchange Commission (the "SEC") or by any state securities authorities, that the Restricted Securities to be received by Stockholder pursuant to the Mergers have not been registered under the Securities Act and constitute "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act ("RULE 144"), and have been issued in reliance on the exemptions for non-public offerings provided by Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder, which exemptions depend upon, among other things, the representations made and information furnished by Stockholder herein, including but not limited to the bona fide nature of Stockholder's investment intent as expressed above. Stockholder and Asymetrix acknowledge that Stockholder has certain "piggyback" registration rights to cause Asymetrix to include such Restricted Securities in a registration statement under the Securities Act, if any such registration statement is filed by Asymetrix and subject to the limitations set forth in the Registration Rights Agreement being entered into by and among the Aimtech Stockholders and Asymetrix pursuant to the Plan and that Asymetrix is not otherwise obligated to register the Restricted Securities to be issued to Stockholder.
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Restricted Securities; Registration Rights. The Purchaser understands that the Securities have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser's representations as expressed herein. The Purchaser understands that the Notes and Common Stock are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Securities, for resale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of the Purchaser's control, and which the Company is under no obligation and may not be able to satisfy. The Company shall, as reasonably possible and in any event no later than 60 days after the date of this Agreement:
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Restricted Securities; Registration Rights. The shares representing the Initial Questron Common Stock and the Deferred Questron Common Stock shall be restricted securities under Rule 144 of the Securities Act of 1933, as amended (the "Act"), will not have been registered under the Act and may not be sold or transferred absent such registration or unless an exception from registration is available and the certificates evidencing such shares
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Restricted Securities; Registration Rights. Each Shareholder acknowledges and understands that the terms of the Exchange have not been reviewed by the SEC or by any state securities authorities, that the Acquiror Ordinary Shares received by the Shareholders pursuant to the Exchange have not been registered under the Securities Act and constitute "restricted securities" under Rule 144(d) of the Securities Act, and have been issued in reliance on the exemptions for non-public offerings provided by Rule 506 and Section 4(2) of the Securities Act, which exemptions depend upon, among other things, the representations made
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Restricted Securities; Registration Rights. Company understands that the Shares are characterized as "restricted securities" under the 1933 Act inasmuch as they are being acquired from Purchaser in a transaction not involving a public offering and that under the 1933 Act and applicable regulations thereunder such securities may be resold without registration under the 1933 Act only in certain limited circumstances. In this connection, Company represents that it is familiar with Rule 144 of the U.S. Securities and Exchange Commission (the "SEC"), as presently in effect, and understands the resale limitations imposed thereby and by the 1933 Act. Company acknowledges that it has certain rights to register such Restricted Securities as set forth in the Registration Rights Agreement being entered into pursuant to this Agreement, a form of which is attached as EXHIBIT E, and that they may not be sold or transferred except in accordance with such provisions and Rule 144. The Company further Acknowledges and understands that Purchaser is obligated to register the Shares to be issued to Company only as provided in the Registration Rights Agreement. Company understands that no public market now exists for any of the Shares and that it is uncertain whether a public market will ever exist for the Shares.
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Restricted Securities; Registration Rights. The Shareholder acknowledges and understands that the terms of the Exchange have not been reviewed by the SEC or by any state securities authorities, that the Acquiror Ordinary Shares received by the Shareholder pursuant to the Exchange has not been registered under the Securities Act and constitutes "restricted securities" under Rule 144(d) of the Securities Act, and has been issued in reliance on the exemptions for non-public offerings provided by Rule 506 and Section 4(2) of the Securities Act, which exemptions depend upon, among other things, the representations made and information furnished by the Shareholder, including the bona fide nature of the Shareholder's investment intent as expressed above. The Shareholder acknowledges that he has certain rights to register such Restricted Securities as set forth in the Registration Rights Agreement (as defined in Section 8.9) and that they may not be sold or transferred except in accordance with such provisions. The Shareholder further acknowledges and understands that Acquiror is obligated to register the Restricted Securities to be issued to the Shareholder only as provided in the Registration Rights Agreement.
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Restricted Securities; Registration Rights. Holder acknowledges and understands that the terms of the Merger have not been reviewed by the Securities and Exchange Commission (the "SEC") or by any state securities authorities, that the Restricted Securities have not been registered under the Securities Act, any state securities law or registered or qualified under any other securities law, on the ground, among others, that no distribution or public offering has been effected and the Restricted Securities will be issued by Platinum in connection with a transaction that does not involve any public offering within the meaning of Section 4(2) and/or Regulation D of the Securities Act. The Holder understands that Platinum is relying on the Holder's representations as set forth herein for purposes of claiming such exemptions, including the bona fide nature of Holder's investment intent as expressed above. Holder acknowledges that, except as may be set forth in Section 8.2 of the Plan and Exhibit C thereto, Platinum is under no obligation to register such Restricted Securities.
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Restricted Securities; Registration Rights. The Subscriber understands and agrees that none of the Units, the Shares, the Warrants or the Warrant Shares, have been registered under the Securities Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the Securities Act (based in part on the accuracy of the representations and warranties of the Subscriber contained herein), and that the Units must be held indefinitely unless a subsequent disposition is registered under the Securities Act or any applicable state securities laws or is exempt from such registration. Notwithstanding the foregoing, the Company will undertake to register the Securities pursuant to the terms of the Registration Rights Agreement to be entered into between the Company and Subscriber. The Subscriber understands and hereby acknowledges that the Company has no obligation to register the Securities under the Securities Act or any state securities or "Blue Sky" laws.
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Restricted Securities; Registration Rights 
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Related to Restricted Securities; Registration Rights

  • Securities Registration In the event the shares of ----------------------- Stock issuable upon exercise of this Option have not been registered under the Securities Act of 1933, as amended, at the time this Option is exercised, the Optionee shall, if so requested by the Company, concurrently with the exercise of this Option (either in whole or in part) and as a condition to the Company's obligation to issue and deliver a stock certificate for such shares, deliver to the Company a written statement to the effect that the Optionee is acquiring the Stock for his or her own account for investment purposes only and not with a view to resale or distribution thereof.

  • Capitalization; the Securities; Registration Rights All of the issued and outstanding shares of the share capital of the Company, including the outstanding Ordinary Shares, are duly authorized and validly issued, fully paid and non-assessable, have been issued in compliance with all applicable securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital of the Company, including the Ordinary Shares, conforms to the description thereof in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, (i) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares pursuant to the Company’s Certificate of Incorporation, Memorandum and Articles of Association (or other constitutive or organizational documents) or any agreement or other instrument to which the Company is a party or by which the Company is bound, (ii) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares or other securities of the Company (collectively “Registration Rights”) and (iii) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date of the Prospectus. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

  • Exempt from Registration; Restricted Securities Such Purchaser understands that its Purchased Shares will not be registered under the Securities Act or registered or listed publicly pursuant to any other applicable securities Laws, on the ground that the sale provided for in this Agreement is exempt from registration under the Securities Act or the registration or listing requirements of any other applicable securities Laws. Such Purchaser understands that its Purchased Shares are restricted securities within the meaning of Rule 144 under the Securities Act and that its Purchased Shares are not registered or listed publicly and must be held indefinitely unless they are subsequently registered or listed publicly or an exemption from such registration or listing is available.

  • Transfer of Restricted Securities (a) Restricted Securities are transferable only pursuant to (i) Public Offerings, (ii) Rule 144 of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iii) subject to the conditions specified in clause (b) below, any other legally available means of transfer.

  • Restricted Securities Owners The Company agrees to advise in writing each of the persons or entities who, to the knowledge of the Company, holds Restricted Securities that such Restricted Securities are ineligible for deposit hereunder (except under the circumstances contemplated in Section 2.14) and, to the extent practicable, shall require each of such persons to represent in writing that such person will not deposit Restricted Securities hereunder (except under the circumstances contemplated in Section 2.14).

  • Future Registration Rights The Company may agree with its shareholders other than the Holders to allow their participation in any registered offering which may be requested pursuant to Section 12.1 hereof, provided all such rights of participation by shareholders other than the Holders shall be subordinated to the rights of the participating Holders herein, in a manner reasonably satisfactory to the Required Percentage of such Holders and their counsel.

  • Transfer Restricted Securities The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.

  • Transfer of Registration Rights The rights to cause the Company to register securities granted to the Holders of Registrable Securities pursuant to this Agreement may be transferred or assigned only to (i) an affiliate or immediate family member of a Holder of Registrable Securities or (ii) an immediate or remote transferee of the Holder of Registrable Securities who, after such transfer, is the Holder of not less than 5% of the number of shares of Registrable Securities outstanding as of the date of this Agreement; provided that the transferee first agrees in writing to be bound by the terms of this Agreement.

  • Registration Rights Transfer a. The Company agrees that, within seventy-five (75) calendar days after the Closing, the Company will file with the Commission (at the Company’s sole cost and expense) a registration statement registering the resale of the Class A Acquired Shares (the “Registration Statement”), and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 90th calendar day following the filing thereof and (ii) the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”); provided, however, that the Company’s obligations to include the Class A Acquired Shares in the Registration Statement are contingent upon Subscriber furnishing in writing to the Company such information regarding Subscriber, the securities of the Company held by Subscriber and the intended method of disposition of the Class A Acquired Shares as shall be reasonably requested by the Company to effect the registration of the Class A Acquired Shares, and shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations.

  • Restrictions on Public Sale by Holder of Registrable Securities To the extent not inconsistent with applicable law, each Holder whose securities are included in a registration statement agrees not to effect any sale or distribution of the issue being registered or a similar security of the Company, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 under the Securities Act, during the 14 days prior to, and during the 90-day period beginning on, the effective date of such registration statement (except as part of such registration), if and to the extent requested in writing by the Company in the case of a non-underwritten public offering or if and to the extent requested in writing by the managing underwriter or Underwriters in the case of an underwritten public offering.

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