Common use of Transfer and Registration Rights Clause in Contracts

Transfer and Registration Rights. 5.1 Subscriber acknowledges that it is acquiring the Common Shares for its own account and for the purpose of investment and not with a view to any distribution or resale thereof within the meaning of the Act and any applicable state or other securities laws ("State Acts"). Subscriber further agrees that it will not sell, assign, transfer or otherwise dispose of any of the Common Shares in violation of the Act or State Acts and acknowledges that, in taking unregistered Common Shares, it must continue to bear economic risk in regard to its investment for an indefinite period of time because of the fact that such Common Shares have not been registered under the Act or State Acts and further realizes that such Common Shares cannot be sold unless subsequently registered under the Act and State Acts or an exemption from such registration is available. Subscriber further recognizes that the Company is not assuming any obligation to register such Common Shares. Subscriber also acknowledges that appropriate legends reflecting the status of the Common Shares under the Act and State Acts may be placed on the face of the certificates for such Common Shares at the time of their transfer and delivery to the holder thereof. This Agreement is made with Subscriber in reliance upon Subscriber's above representations.

Appears in 4 contracts

Samples: Subscription Agreement (Basic Empire Corp), Subscription Agreement (Las Vegas Resorts Corp), Subscription Agreement (Parallel Technologies Inc)

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Transfer and Registration Rights. 5.1 Subscriber acknowledges that it is acquiring the Common Shares for its own account and for the purpose of investment and not with a view to any distribution or resale thereof within the meaning of the Act and any applicable state or other securities laws ("State ActsSTATE ACTS"). Subscriber further agrees that it will not sell, assign, transfer or otherwise dispose of any of the Common Shares in violation of the Act or State Acts and acknowledges that, in taking unregistered Common Shares, it must continue to bear economic risk in regard to its investment for an indefinite period of time because of the fact that such Common Shares have not been registered under the Act or State Acts and further realizes that such Common Shares cannot be sold unless subsequently registered under the Act and State Acts or an exemption from such registration is available. Subscriber further recognizes that the Company is not assuming any obligation to register such Common Shares. Subscriber also acknowledges that appropriate legends reflecting the status of the Common Shares under the Act and State Acts may be placed on the face of the certificates for such Common Shares at the time of their transfer and delivery to the holder thereof. This Agreement is made with Subscriber in reliance upon Subscriber's above representations.

Appears in 3 contracts

Samples: Subscription Agreement (Marketing Acquisition CORP), Subscription Agreement (Point Acquisition Corp), Subscription Agreement (Point Acquisition Corp)

Transfer and Registration Rights. 5.1 Subscriber acknowledges that it is acquiring the Common Shares for its own account and for the purpose of investment and not with a view to any distribution or resale thereof within the meaning of the Act and any applicable state or other securities laws ("State Acts"). Subscriber further agrees that it will not sell, assign, transfer or otherwise dispose of any of the Common Shares in violation of the Act or State Acts and acknowledges that, in taking unregistered Common Shares, it must continue to bear economic risk in regard to its investment for an indefinite period of time because of the fact that such Common Shares have not been registered under the Act or State Acts and further realizes that such Common Shares cannot be sold unless subsequently registered under the Act and State Acts or an exemption from such registration is available. Subscriber further recognizes that the Company is not assuming any obligation to register such Common Shares. Subscriber also acknowledges that appropriate legends reflecting the status of the Common Shares under the Act and State Acts may be placed on the face of the certificates for such Common Shares at the time of their transfer and delivery to the holder thereof. This Agreement is made with Subscriber in reliance upon Subscriber's above representations.

Appears in 2 contracts

Samples: Subscription Agreement (Point Acquisition Corp), Subscription Agreement (Marketing Acquisition Corp)

Transfer and Registration Rights. 5.1 Subscriber acknowledges that it is acquiring the Common Shares Stock for its own account and for the purpose of investment and not with a view to any distribution or resale thereof within the meaning of the Act and any applicable state or other securities laws ("State Acts"). The Subscriber further agrees that it will not sell, assign, assign or transfer or otherwise dispose of any of the Common Shares Stock in violation of the Act or State Acts and acknowledges that, in taking unregistered Common Sharessecurities, it must continue to bear the economic risk in regard to of its investment for an indefinite period of time because of the fact that such Common Shares have Stock has not been registered under the Act or State Acts and further realizes that such Common Shares Stock cannot be sold unless it is subsequently registered under the Act and State Acts or an exemption from such registration is available. The Subscriber further recognizes that the Company Issuer is not assuming any obligation to register such Common SharesStock except as set forth herein. The Subscriber also acknowledges that appropriate legends reflecting the status of the Common Shares Stock under the Act and State Acts may be placed on the face of the certificates for such Common Shares Stock at the time of their transfer and delivery to the holder thereof. This Agreement is made with Subscriber in reliance upon Subscriber's above representations.

Appears in 1 contract

Samples: Subscription Agreement (Railamerica Inc /De)

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Transfer and Registration Rights. 5.1 Subscriber acknowledges that it is acquiring the Common Shares for its own account and for the purpose of investment and not with a view to any distribution or resale thereof within the meaning of the Securities Act and any applicable state or other securities laws ("State Acts"). Subscriber further agrees that it will not sell, assign, transfer or otherwise dispose of any of the Common Shares in violation of the Securities Act or State Acts and acknowledges that, in taking unregistered Common Shares, it must continue to bear economic risk in regard to its investment for an indefinite period of time because of the fact that such Common Shares have not been registered under the Securities Act or State Acts and further realizes that such Common Shares cannot be sold unless subsequently registered under the Securities Act and State Acts or an exemption from such registration is available. Subscriber further recognizes that the Company is not assuming any obligation to register such Common Shares. Subscriber also acknowledges that appropriate legends reflecting the status of the Common Shares under the Securities Act and State Acts may be placed on the face of the certificates for such Common Shares at the time of their transfer and delivery to the holder thereof. This Agreement is made with Subscriber in reliance upon Subscriber's above representations.

Appears in 1 contract

Samples: Subscription Agreement (Stonepath Group Inc)

Transfer and Registration Rights. 5.1 5.1. Subscriber acknowledges that it is acquiring the Common Shares Stock for its own account and for the purpose of investment and not with a view to any distribution or resale thereof within the meaning of the Act and any applicable state or other securities laws ("State Acts"). The Subscriber further agrees that it will not sell, assign, assign or transfer or otherwise dispose of any of the Common Shares Stock in violation of the Act or State Acts and acknowledges that, in taking unregistered Common Sharessecurities, it must continue to bear the economic risk in regard to of its investment for an indefinite period of time because of the fact that such Common Shares have Stock has not been registered under the Act or State Acts and further realizes that such Common Shares Stock cannot be sold unless it is subsequently registered under the Act and State Acts or an exemption from such registration is available. The Subscriber further recognizes that the Company Issuer is not assuming any obligation to register such Common SharesStock except as set forth herein. The Subscriber also acknowledges that appropriate legends reflecting the status of the Common Shares Stock under the Act and State Acts may be placed on the face of the certificates for such Common Shares Stock at the time of their transfer and delivery to the holder thereof. This Agreement is made with Subscriber in reliance upon Subscriber's above representations.

Appears in 1 contract

Samples: Subscription Agreement (Railamerica Inc /De)

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