Securities Act Matters. Each Member understands that, in addition to the restrictions on transfer contained in this Agreement, he or she must bear the economic risks of his or her investment for an indefinite period because the Interests have not been registered under the Securities Act.
Securities Act Matters. The Stockholder acknowledges and agrees that the Shares have not been registered under the Securities Act or under the securities laws of any state, in reliance upon certain exemptive provisions of such statutes. The Stockholder recognizes and acknowledges that such claims of exemption are based, in part, upon the Stockholder's representations contained in this Agreement. The Stockholder further recognizes and acknowledges that, because the Shares are unregistered under federal and state laws, they are not presently eligible for public resale, and may only be resold in the future pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to a valid exemption from such registration requirements. The Stockholder recognizes and acknowledges that Rule 144 or any other exemption promulgated under the Securities Act (which facilitates routine sales of securities in accordance with the terms and conditions of that Rule, including a holding period requirement) is not now available for resale of the Shares, and the Stockholder recognizes and acknowledges that, in the absence of the availability of Rule 144 or any other exemption under the Securities Act, a sale pursuant to a claim of exemption from registration under the Securities Act would require compliance with some other exemption under the Securities Act, none of which may be available for resale of the Shares. The Stockholder recognizes and acknowledges that, except as set forth in this Agreement, the Company is under no obligation to register the Shares, either pursuant to the Securities Act or the securities laws of any state.
Securities Act Matters. The Holder represents and warrants to the Company as of the date hereof that:
Securities Act Matters. (a) Optionee represents that Shares issued upon any exercise of the Option will be acquired for Optionee's own account for investment only and not with a view to the distribution thereof within the meaning of the Federal Securities Act of 1933, as amended (hereinafter, together with the rules and regulations thereunder, collectively referred to as the "Act"), and that Optionee does not intend to divide Optionee's participation with others or transfer or otherwise dispose of all or any Shares except as below set forth. As herein used the terms "transfer" and "
Securities Act Matters. The Exchange is exempt from the registration and prospectus-delivery requirements of the Securities Act and, assuming the accuracy of the Holder’s representations and warranties in Article II above, including with respect to Holder’s holding period and affiliate status, the Exchange Shares to be delivered to the Undersigned’s account pursuant to this Exchange Agreement will not be subject to restrictions on transfer under the Securities Act (and will not have any restrictive legends on such Exchange Shares).
Securities Act Matters. 30 Section 21.13
Securities Act Matters. Stockholder understands that, in addition to the restrictions on transfer contained in this Agreement, he must bear the economic risks of his investment for an indefinite period because the shares of Common Stock held by him have not been registered under the Securities Act.
Securities Act Matters. CBF will prepare and file with the SEC a Registration Statement under the Securities Act in connection with the CBF Shares to be issued to First National/Polk shareholders in the Merger. First National/Polk and CBF shall each promptly furnish all information concerning it and the holders of its outstanding shares as the other may reasonably request from time to time in connection with the preparation of the Registration Statement. The Parties shall use their reasonable efforts to cause the Registration Statement to become effective under the Securities Act as soon as reasonably practicable after the filing thereof and to take any action required to be taken under applicable state, Blue Sky or securities laws in connection with the issuance of the CBF Shares upon consummation of the Merger.
Securities Act Matters. (a) Each of the Agent and the Lenders hereby acknowledges and agrees that: the Loans have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state; the Loans are being made in reliance on exemptions from the registration requirements of the Securities Act and applicable state securities laws; the Loans have not been approved or disapproved by the Securities and Exchange Commission (the "Commission"), any state securities commission or other regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the credit facility established hereby or the accuracy or adequacy of the Summary Business Plan Overview of the Borrower, dated March 1996, and that any representation to the contrary is unlawful; the Loans are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws pursuant to registration or exemption therefrom; any promissory notes evidencing the Loans will bear a legend referring to the foregoing restrictions; and because of such restrictions, no secondary trading market for the Loans is expected to develop, and Lenders must bear the risk of their investment for an indefinite amount of time.
Securities Act Matters. Each Member understands that, in addition to the restrictions on transfer contained in this Agreement, the Company interests have not been registered under the Securities Act, and, therefore, may not be sold or otherwise transferred unless they are registered under the Securities Act, or unless an exemption from registration under such Act is available. Each Member agrees with all other Members that it will not sell or otherwise transfer its interest in the Company unless such interest has been so registered under the Securities Act, or if approved in writing by the Board.
