Common use of Unregistered Shares Clause in Contracts

Unregistered Shares. The Subscriber recognizes that the offer and sale by XCL Land and XCL Ltd. of the Notes and the Warrants (and Warrant Stock) and the offer and sale of the Units have not been and (except to the extent set forth herein and in the Warrant Agreement) will not be registered under the United States Securities Act of 1933, as amended (the "Act"), and have not been and will not be registered under any other applicable domestic or foreign securities laws (the Act and any such other applicable securities laws are hereinafter collectively referred to herein as the "Securities Laws") in reliance upon exemptions from the registration requirements thereof; the Subscriber is acquiring the Units and the Notes, Warrants, and Warrant Stock (collectively referred to herein as the "Securities") solely for its account for investment and not with a view to, or for offer or resale in connection with, a distribution thereof in violation of any Securities Laws; the investment will not constitute more than one fifth of the Subscriber's consolidated net worth; and the Subscriber is either (a) a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Act) or (b) an institutional "accredited investor" (as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) promulgated under the Act). The Subscriber hereby covenants and agrees that it will not sell the Units or any of the Securities until such time as XCL Ltd. or XCL Land, as applicable, has effectively registered such securities under the Act or counsel reasonably acceptable to XCL Ltd. or XCL Land, as applicable (which shall include in-house counsel) shall have furnished an opinion, in form and substance reasonably acceptable to XCL Ltd. or XCL Land, as applicable, to the effect that the transaction contemplated by Subscriber would be in compliance with the Act. The Subscriber understands that the effect of such representation and warranty is that the Units and Securities must be held unless the sale or transfer thereof is subsequently registered under the Securities Laws or an exemption from such registration is available at the time of any proposed sale or other transfer thereof. Except to the extent hereinafter set forth and in the Warrant Agreement neither XCL Land nor XCL Ltd. is under any obligation either to file a registration statement under the Act covering the sale or transfer of such securities or otherwise to register such securities for sale under the Securities Laws. The Subscriber is familiar with, or has been advised by its counsel regarding, (i) the applicable limitations upon the resales of the Units and the Securities, (ii) the circumstances under which the Subscriber is required to hold such securities and (iii) the limitations upon the transfer or other disposition thereof. The Subscriber is either (a) a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Securities Act) or (b) an institutional "accredited institutional buyer" (as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act). The Subscriber acknowledges that XCL Land and XCL Ltd. are and will be relying upon the truth and accuracy of the foregoing representations and warranties in offering and selling the Units and the Securities to the Subscriber without first registering them under the Securities Laws.

Unregistered Shares. The Subscriber recognizes that the offer and sale by XCL Land and XCL Ltd. of the Notes and the Warrants (and Warrant Stock) and the offer and sale of the Units have not been and (except to the extent set forth herein and in the Warrant Agreement) will not be registered under the United States Securities Act of 1933, as amended (the "Act"), and have not been and will not be registered under any other applicable domestic or foreign securities laws (the Act and any such other applicable securities laws are hereinafter collectively referred to herein as the "Securities Laws") in reliance upon exemptions from the registration requirements thereof; the Subscriber is acquiring the Units and the Notes, Warrants, and Warrant Stock (collectively referred to herein as the "Securities") solely for its account for investment and not with a view to, or for offer or resale in connection with, a distribution thereof in violation of any Securities Laws; the investment will not constitute more than one fifth of the Subscriber's consolidated net worth; and the Subscriber is either (a) a an "qualified institutional buyeraccredited investor" (as defined in Rule 144A 501 promulgated under the Act) or (b) an institutional "accredited investor" (as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) promulgated under the Act). The Subscriber hereby covenants and agrees that it will not sell the Units or any of the Securities until such time as XCL Ltd. or XCL Land, as applicable, has effectively registered such securities under the Act or counsel reasonably acceptable to XCL Ltd. or XCL Land, as applicable (which shall include in-house counsel) shall have furnished an opinion, in form and substance reasonably acceptable to XCL Ltd. or XCL Land, as applicable, to the effect that the transaction contemplated by Subscriber would be in compliance with the Act. The Subscriber understands that the effect of such representation and warranty is that the Units and Securities must be held unless the sale or transfer thereof is subsequently registered under the Securities Laws or an exemption from such registration is available at the time of any proposed sale or other transfer thereof. Except to the extent hereinafter set forth and in the Warrant Agreement neither XCL Land nor XCL Ltd. is under any obligation either to file a registration statement under the Act covering the sale or transfer of such securities or otherwise to register such securities for sale under the Securities Laws. The Subscriber is familiar with, or has been advised by its counsel regarding, (i) the applicable limitations upon the resales of the Units and the Securities, (ii) the circumstances under which the Subscriber is required to hold such securities and (iii) the limitations upon the transfer or other disposition thereof. The Subscriber is either (a) a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Securities Act) or (b) an institutional "accredited institutional buyer" (as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act). The Subscriber acknowledges that XCL Land and XCL Ltd. are and will be relying upon the truth and accuracy of the foregoing representations and warranties in offering and selling the Units and the Securities to the Subscriber without first registering them under the Securities Laws.

Unregistered Shares. The Subscriber recognizes that the offer Jreck Common and sale by XCL Land and XCL Ltd. of the Notes and the Warrants (and Warrant Stock) and the offer and sale of the Units have not been and (except Jreck Preferred to the extent set forth herein and be issued in the Warrant Agreement) will Merger to Target Shareholders shall not be registered under the United States Securities Act of 1933, as amended (and shall be subject to all relevant resale restrictions under the "Act"), Securities Act and State law. Target and its shareholders understand that the Jreck Common and Jreck Preferred have not been and will not be registered under any other applicable domestic or foreign securities laws (the Act and any such other applicable securities laws are hereinafter collectively referred to herein as the "Securities Laws") in reliance upon exemptions from the registration requirements thereof; the Subscriber is acquiring the Units and the Notes, Warrants, and Warrant Stock (collectively referred to herein as the "Securities") solely for its account for investment and not with a view to, or for offer or resale in connection with, a distribution thereof in violation of any Securities Laws; the investment will not constitute more than one fifth of the Subscriber's consolidated net worth; and the Subscriber is either (a) a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Act) or (b) an institutional "accredited investor" (as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) promulgated under the Act). The Subscriber hereby covenants and agrees that it will not sell the Units or any of the Securities until such time as XCL Ltd. or XCL Land, as applicable, has effectively registered such securities under the Act or counsel reasonably acceptable to XCL Ltd. or XCL Land, as applicable (which shall include in-house counsel) shall have furnished an opinion, in form and substance reasonably acceptable to XCL Ltd. or XCL Land, as applicable, to the effect that the transaction contemplated by Subscriber would be in compliance with the Act. The Subscriber understands that the effect of such representation and warranty is that the Units and Securities must be held unless the sale or transfer thereof is subsequently registered under the Securities Laws or an exemption Act by reason of its issuance in a transaction exempt from such the registration is available at and prospectus delivery requirements of the time of any proposed sale or other transfer Securities Act pursuant to Section 4(2) thereof. Except to , and that it must be held by Target Shareholders indefinitely and Target Shareholders must therefore bear the extent hereinafter set forth and in the Warrant Agreement neither XCL Land nor XCL Ltd. is under any obligation either to file a registration statement under the Act covering the sale or transfer economic risk of such securities or otherwise to register such securities for sale investment indefinitely, unless a subsequent disposition thereof is registered under the Securities LawsAct or is exempt from registration. The Subscriber is familiar with, or has been advised by its counsel regarding, (i) the applicable limitations upon the resales Target shall in writing notify Target Shareholders of the Units and the Securities, (ii) the circumstances under which the Subscriber is required to hold such securities and (iii) the limitations upon the transfer or other disposition thereof. The Subscriber is either (a) a "qualified institutional buyer" (as defined in provisions of Rule 144A 144 promulgated under the Securities Act) Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things the existence of a public market for the shares, the availability of certain current public information about Jreck, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being through a "broker's transaction" or (b) an institutional in transactions directly with a "accredited institutional buyermarket maker" (as defined provided by Rule 144(f)) and the number of shares being sold during any three-month period not exceeding specified limitations. Target shall further notify Target Shareholders in Rule 501(a)(1)writing that, (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act). The Subscriber acknowledges that XCL Land and XCL Ltd. are and will be relying upon the truth and accuracy while many of the foregoing representations and warranties in offering and selling the Units and the Securities restrictions of Rule 144 do not apply to the Subscriber without first registering them under resale of shares by a person who owned those shares for at least two years prior to their resale and who is not an "affiliate" (within the Securities Lawsmeaning of Rule 144(a)) of the issuer and has not been an affiliate of the issuer for at least three months prior to the date of resale of the restricted securities, Admiral and Jreck do not warrant or represent that Target Shareholders are not an affiliate as of the date of this Agreement or that Target Shareholders will not be an affiliate at any relevant times in the future.

Unregistered Shares. The Subscriber recognizes that the offer and sale by XCL Land and XCL Ltd. the Company to it of the Notes and Shares, or the Warrants (and Warrant Stock) and the offer and sale issuance of the Units Dividend or Conversion Stock have not been and (and, except to the extent as hereinafter set forth herein and in the Warrant Agreement) Section 5, will not be registered under the United States Securities Act and, with the exception of 1933the Conversion Stock, as amended (the "Exchange Act"), and have not been and will not be registered under any other applicable domestic or foreign securities laws (the Securities Act, the Exchange Act and any such other applicable securities laws are hereinafter collectively referred to herein as the "Securities Laws") in reliance upon exemptions from the registration requirements thereof; the Subscriber is acquiring the Units and the Notes, Warrants, and Warrant Stock (collectively referred to herein as the "Securities") Securities solely for its own account for investment and not with a view to, or for offer or resale in connection with, a distribution thereof in violation of any Securities Laws; the investment will not constitute more than one fifth of the Subscriber's consolidated net worth; and the Subscriber is either (a) a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Act) or (b) an institutional "accredited investor" (as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) promulgated under the Act). The Subscriber hereby covenants and agrees that it will not sell the Units or any of the Securities until such time as XCL Ltd. or XCL Land, as applicable, has effectively registered such securities under the Act or counsel reasonably acceptable to XCL Ltd. or XCL Land, as applicable (which shall include in-house counsel) shall have furnished an opinion, in form and substance reasonably acceptable to XCL Ltd. or XCL Land, as applicable, to the effect that the transaction contemplated by Subscriber would be in compliance with the Act. The Subscriber understands that the effect of such representation and warranty is that the Units and Securities must be held indefinitely unless the sale or transfer thereof is subsequently registered under the applicable Securities Laws or an exemption from such registration is available at the time of any the proposed sale or other transfer thereof. Except to the extent as hereinafter set forth and in Section 5, the Warrant Agreement neither XCL Land nor XCL Ltd. Company is under any no obligation either (i) to file a registration statement under the Securities Act covering the sale or transfer of such securities the Securities or otherwise to register such securities the Securities for sale under the applicable Securities Laws. The Subscriber is familiar with, Laws or has been advised by its counsel regarding, (i) the applicable limitations upon the resales of the Units and the Securities, (ii) to register the circumstances Shares or the Dividend Stock under which the Subscriber is required to hold such securities and (iii) the limitations upon the transfer or other disposition thereofExchange Act. The Subscriber is either (a) a "qualified institutional buyer" (as defined statements contained in Rule 144A promulgated under the Securities Act) or (b) an institutional "accredited institutional buyer" (as defined this Section 4 are true, correct and complete in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act). The Subscriber acknowledges that XCL Land all material respects and XCL Ltd. are and will be relying upon the truth and accuracy of the foregoing representations and warranties in offering and selling the Units and the Securities do not omit any material fact necessary to the Subscriber without first registering them under the Securities Lawsmake such statements not misleading.