Common use of Unregistered Securities Clause in Contracts

Unregistered Securities. (a) The Purchaser must bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Act and therefore cannot and will not be sold unless they are subsequently registered under the Act or there exists an available exemption from such registration. The Company has made no agreements, covenants or undertakings whatsoever to register the Shares, or any portion thereof, under the Act. The Company has made no representations, warranties or covenants whatsoever as to whether there exists any exemption from the Act, including, without limitation, any exemption for limited sales in routine brokers’ transactions pursuant to Rule 144 under the Act, and that any such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading market then exists in the Company’s common stock, (ii) adequate information as to the Company’s financial and other affairs and operations is then available to the public, and (iii) all other terms and conditions of Rule 144 have been satisfied.

Appears in 6 contracts

Samples: License Agreement (Octus Inc), Restricted Stock Purchase Agreement (Octus Inc), Restricted Stock Purchase Agreement (Octus Inc)

AutoNDA by SimpleDocs

Unregistered Securities. (a) The Purchaser Holder must bear the economic risk of investment for an indefinite period of time because the Shares Securities have not been registered under the Act and therefore cannot and will not be sold unless they are subsequently registered under the Act or there exists an available exemption from such registrationregistration is available. The Company has made no agreements, covenants or undertakings whatsoever to register the Shares, or any portion thereof, Securities under the ActAct other than pursuant to an investor rights agreement. The Company has made no representations, warranties or covenants whatsoever as to whether there exists any exemption from the Act, including, without limitation, any exemption for limited sales in routine brokers’ transactions pursuant to Rule 144 under the Act, will become available and that any such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading market then exists in the Company’s common stock, (ii) adequate information as to the Company’s financial and other affairs and operations is then available to the public, and (iii) all other terms and conditions of Rule 144 have been satisfied.

Appears in 6 contracts

Samples: Cardtrend International Inc., Cardtrend International Inc., Cardtrend International Inc.

Unregistered Securities. (a) The undersigned Purchaser acknowledges that it must bear the economic risk of investment for an indefinite period of time because the Shares Units have not been registered under the Act and therefore cannot and will not be sold unless they are subsequently registered under the Act or there exists an available exemption from such registrationregistration is available. The Purchaser acknowledges that the Company has made no agreements, covenants or undertakings whatsoever to register any of the Shares, or any portion thereof, Units under the Act. The Company has made no representations, warranties or covenants whatsoever as to whether there exists any exemption from the Act, including, without limitation, any exemption for limited sales in routine brokers’ transactions pursuant to Rule 144 under the Act, will become available and that any such exemption pursuant to Rule 144, if available at all, will not be available unless: (ia) a public trading market then exists in the Company’s common stocksecurities, (iib) adequate information as to the Company’s financial and other affairs and operations is then available to the public, and (iiic) all other terms and conditions of Rule 144 have been satisfied.

Appears in 1 contract

Samples: Securities Purchase Agreement (Sionix Corp)

AutoNDA by SimpleDocs

Unregistered Securities. (a) 3.5.1. The Purchaser must bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Act and therefore cannot and will not be sold unless they are subsequently registered under the Act or there exists an available exemption from such registration. The Company has made no agreements, covenants or undertakings whatsoever to register the Shares, or any portion thereof, under the Act. The Company has made no representations, warranties or covenants whatsoever as to whether there exists any exemption from the Act, including, without limitation, any exemption for limited sales in routine brokers’ transactions pursuant to Rule 144 under the Act, and that any such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading market then exists in the Company’s common stock, (ii) adequate information as to the Company’s financial and other affairs and operations is then available to the public, and (iii) all other terms and conditions of Rule 144 have been satisfied.

Appears in 1 contract

Samples: Restricted Stock Purchase Agreement (Octus Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.