Restricted Security Sample Clauses
The Restricted Security clause limits or prohibits the transfer, sale, or assignment of certain securities, typically to ensure compliance with legal or regulatory requirements. In practice, this clause may specify that securities cannot be sold to the public or transferred without meeting specific conditions, such as holding periods or approval from regulatory bodies. Its core function is to prevent unauthorized or premature trading of securities, thereby protecting the issuer from legal risks and ensuring adherence to applicable securities laws.
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Restricted Security. If a Security, or the shares of Common Stock issuable upon conversion of a Security, is a Registrable Security, and the Holder thereof elects to sell such Registrable Security pursuant to the Shelf Registration Statement then, by its acceptance thereof, the Holder of such Registrable Security will have agreed to be bound by the terms of the Registration Rights Agreement relating to the Registrable Securities which are the subject of such election. For the purposes of the Registration Rights Agreement, the term "Holder" includes any Person that has a beneficial interest in any Restricted Global Security or any beneficial interest in a global security representing shares of Common Stock issuable upon conversion of a Security. If Liquidated Damages are payable under the Registration Rights Agreement, the Company shall deliver to the Trustee a certificate to that effect stating (i) the amount of Liquidated Damages that is payable and (ii) the date on which Liquidated Damages are payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no Liquidated Damages are payable. If Liquidated Damages have been paid by the Company directly to the persons entitled to them, the Company shall deliver to the Trustee a certificate setting forth the particulars of such payment.
Restricted Security. Purchaser understands and acknowledges that the Note has not been, and when issued will not be, registered with the Securities and Exchange Commission. Purchaser warrants and represents that it has fully reviewed the restricted securities legend and the terms thereof with its financial, legal, investment, and business advisors and that it has not relied upon the Company or any other person for any advice in connection with the purchase of the Note, this Agreement, or both of them.
Restricted Security. Investor understands that this KISS is characterized as a “restricted security” under the federal securities laws inasmuch as it is being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act, only in certain limited circumstances.
Restricted Security. (a) The Partnership (i) is an Accredited Investor, (ii) by reason of its business and financial experience it has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Membership Interest, is able to bear the economic risk of such investment and, at the present time, would be able to afford a complete loss of such investment, and (iii) is acquiring the Membership Interest only for its own account and not for the account of others, and not on behalf of any other account or Person or with a view to, or for offer or sale in connection with, any distribution thereof. The Partnership is not an entity formed for the specific purpose of acquiring the Membership Interest.
(b) The Partnership understands that the Membership Interest is characterized as a “restricted security” under the federal securities laws inasmuch as it is being acquired from Fund C in a transaction not involving a public offering and that under such laws and applicable regulations the Membership Interest may be resold without registration under the Securities Act only in certain limited circumstances.
Restricted Security. If a Security, or the shares of Common Stock issuable upon conversion of a Security, is a Registrable Security, and the Holder thereof elects to sell such Registrable Security pursuant to the Shelf Registration Statement then, by its acceptance thereof, the Holder of such Registrable Security will have agreed to be bound by the terms of the Registration Rights Agreement relating to the Registrable Securities which are the subject of such election.
Restricted Security. Each Restricted Security shall bear the restrictive legend set forth in Section 2.06(f)(2) (“Transfer and Exchange”) (the “Restricted Security Legend”). Notes representing Restricted Securities may only be transferred in compliance with the restrictions set forth in the Restricted Security Legend. Additional Notes and any PIK Notes issued in respect thereof shall be issued in certificated form as Restricted Securities hereunder.
Restricted Security. The Investor understands that the Note is a “restricted security” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Investor must hold the Note indefinitely unless it is registered with the Securities and Exchange Commission (“SEC”) and qualified by state authorities, or an exemption from such registration and qualification requirements is available.
Restricted Security. 10 SEC .............................................................................10 Security .............................................................................10 Securities............................................................................10
Restricted Security. Holder understands that the Note and the Shares are a "restricted security" under the federal securities laws inasmuch as it is being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such Note and/or the Shares may be resold without registration under the Securities Act of 1933, as amended (the "Act"), only in certain limited circumstances. In this connection, Holder represents that Holder, or H▇▇▇▇▇'s counsel, is fam▇▇▇▇▇ with ▇▇▇▇▇▇ties and Exchange Commission Rule 144, as presently in effect, and understand the resale limitations imposed thereby and by the Act.
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