Securities Provisions Clause Samples
Securities Provisions. 7.1. The Seller acknowledges and agrees that the Company Shares are “restricted securities” within the meaning of the U.S. Securities Act and will be issued to the Seller in accordance with Regulation D of the U.S. Securities Act. Any certificates representing the Company Shares will be endorsed with the following legend in accordance with Regulation D of the U.S. Securities Act:
7.2. The Seller agrees not to reoffer, resell, transfer or dispose the Company Shares unless such reoffer, resale, transfer or disposition is made pursuant to an effective registration under the U.S. Securities Act and any applicable state securities laws, or pursuant to an available exemption from the registration requirements of the U.S. Securities Act, and any applicable state securities laws. The Seller further agrees that the Company may refuse to register any resale or transfer of the Company Shares not made pursuant to an effective registration under the U.S. Securities Act and any applicable state securities law or pursuant to an available exemption from the registration requirements of the U.S. Securities Act.
7.3. The Seller covenants, represents and warrants to the Company as follows, and acknowledges that the Company is relying upon such covenants, representations and warranties in connection with the sale of the Company Shares to the Seller:
(a) An investment in the Company’s securities is highly speculative, and the Seller is an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of his investment, has such knowledge and experience in financial or business matters such that he is capable of evaluating the merits and risks of the investment in the securities of the Company.
(b) The Seller can bear the economic risk of an investment in the securities of the Company.
(c) The Seller has had full opportunity to review the Company’s filings with the SEC, including the Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, Current Reports on Form 8-K and additional information regarding the business and financial condition of the Company. The Seller believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Company Shares. The Seller further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Company Shares und...
Securities Provisions. 5.1. The Customer may instruct IFHK to execute any Transaction by placing an Order with IFHK. Upon the receipt of such Order, IFHK shall execute the Transaction by placing an order with the relevant Manager or Product Issuer. The Order becomes irrevocable immediately after IFHK has executed the Transaction by placing an order with the relevant Manager or Product Issuer. In the case of an Order for the subscription of Units, IFHK shall execute the Transaction by placing the Order with the relevant Manager or Product Issuer: -
(a) where the subscription is settled by cheque payment, upon the receipt of the Order and cheque. IFHK may, at any time in its sole and absolute discretion, in certain circumstances require the clearance of the cheque before placing the Order; or
(b) where the subscription is settled by internet payment, upon the receipt of the Order and payment;
5.2. If, in accordance with Clause 5.1 above, IFHK has executed a subscription Transaction before the actual receipt of the necessary application monies and fees, the Customer shall procure that payment in cleared funds should be received by IFHK within such time period specified by IFHK in its sole and absolute discretion from time to time. If payment is not received within the time period specified by IFHK or where there is confirmation of insufficient funds in the Customer's bank account, the subscription may be cancelled forthwith or resold to the Manager or Product Issuer without any liability or responsibility on the part of IFHK, in which event the Customer shall be responsible for any Loss suffered by IFHK resulting from the failure by the Customer to make such payment. IFHK reserves the right to set off the said Loss against the available balance in the Customer's Cash Account.
5.3. Orders placed by the Customer with IFHK may be aggregated and consolidated either daily or from time to time by IFHK together with orders placed by IFHK's other customers or any other person whom IFHK deems fit, for the purposes of placement of the orders by IFHK with the relevant Manager or Product Issuer.
5.4. Orders (and monies) received by IFHK on any Dealing Day before the relevant cut-off time (as may be specified by IFHK in its sole and absolute discretion) shall be consolidated with other orders (and monies) for placement with the relevant Manager or Product Issuer on the same Dealing Day. Orders (and monies) received after the specified cut-off time shall be deemed to be an Order received by IFHK...
Securities Provisions. The Mallettes agree to accept the stock set forth in paragraph 1(c) above in unregistered form with standard legends currently used by OneSource for similar securities transactions in accordance with the provisions set forth in the Subscription Agreement. The shares, when issued, shall be fully paid and non-assessable. The Mallettes agree to execute OneSource's standard Subscription Agreement as provided above, and in form as attached hereto. OneSource agrees to register the shares set forth in paragraph 1 (c) above, together with any shares acquired by the Mallettes through the exercise of the conversion of the promissory note in accordance with the Statement of Registration Rights as set forth in Exhibit "C" attached hereto, to which both parties hereby subscribe. OneSource shall, during the performance of any obligation set forth in this Agreement, file quarterly financial statements with the Securities and Exchange Commission. In the event that such statements are not filed, OneSource will, during the performance of any obligation set forth in this Agreement, supply to the Mallettes a quarterly financial statement, which shall be in audited or reviewed form if available. If audited or reviewed statements are not available, such unaudited financial statements as are used by management shall be supplied.
Securities Provisions. 4.1 The Vendor acknowledges and agrees that the Dane Shares will be issued by Dane to the Vendor pursuant to the exemptions from the registration requirements of the Securities Act set out in Rule 506 of Regulation D promulgated under the Securities Act, that the Dane Shares will be “restricted securities” under the Securities Act and the rules and regulations promulgated thereunder, and that any certificates representing the Dane Shares will be endorsed with a legend substantially similar to the following in accordance with Regulation D of the Securities Act:
4.2 The Vendor agrees not to reoffer, resell, transfer or dispose the Dane Shares unless such reoffer, resale, transfer or disposition is made pursuant to an effective registration under the Securities Act and any applicable state securities laws, or pursuant to an available exemption from the registration requirements of the Securities Act, and any applicable state securities laws. The Vendor further agrees that the Purchaser may refuse to register any resale or transfer of the Dane Shares not made pursuant to an effective registration under the Securities Act and any applicable state securities law or pursuant to an available exemption from the registration requirements of the Securities Act.
Securities Provisions. The Vendor acknowledges and agrees that the Dane Shares will be issued by Dane to the Vendor pursuant to the exemptions from the registration requirements of the Securities Act set out in Rule 506 of Regulation D promulgated under the Securities Act, that the Dane Shares will be “restricted securities” under the Securities Act and the rules and regulations promulgated thereunder, and that any certificates representing the Dane Shares will be endorsed with a legend substantially similar to the following in accordance with Regulation D of the Securities Act:
Securities Provisions. Except as otherwise provided in the Registration Rights Agreement, SMI acknowledges the following:
(a) The Option and Option Shares (collectively, the ‘‘Securities’’) are being sold by Sona without registration under the Securities Act of 1933, as amended (the ‘‘1933 Act’’), and state securities laws in reliance on the exemptions from registration set forth in sections 3(b) and 4(2) of the securities law exemptions.
(b) The Securities are being acquired by SMI for SMI’s own account for long-term investment and not with a view to the distribution thereof, and with no present intention of selling or otherwise disposing of the Securities or any part thereof. SMI has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for or which is likely to compel a disposition of the Securities in any manner. SMI is not aware of any present circumstances that are likely to promote ▇▇▇’s future disposition of the Securities.
(c) SMI is an ‘‘accredited investor’’ as such term is defined in Rule 501 of Regulation D promulgated under the 1933 Act; SMI is able to bear the economic risk of an investment in the Securities; and SMI understands that because the Securities will be sold without registration under the 1933 Act, SMI must hold the Securities indefinitely and cannot sell, exchange, assign, transfer, gift, pledge, encumber, hypothecate or otherwise dispose of the Securities except pursuant to an exemption from the registration provisions of the federal and state securities laws, the availability of which must be satisfied to Sona in its discretion.
(d) SMI has such knowledge and experience in financial and business matters that SMI is capable of evaluating the merits and risks of the prospective investment in Sona; SMI has received and reviewed all information requested of Sona and, based on such review, understands and has evaluated the merits and risks of the prospective investment in Sona, and has decided to purchase the Securities.
(e) SMI has had the opportunity to ask questions and receive answers concerning Sona, as well as the terms and conditions of the offering of the Securities, and to obtain additional information reasonably available to Sona and any persons acting on ▇▇▇▇’s behalf, necessary to verify the accuracy of any information provided to SMI, and SMI has received all of the information SMI has requested to the extent that such information is reasonably available to Sona. SMI requires no addit...
Securities Provisions