Common use of Unregistered Shares Clause in Contracts

Unregistered Shares. Claimant represents that he understands that the Company shares of stock have not been registered for sale under federal or state securities laws and that said securities are being issued to Claimant pursuant to a claimed exemption from the registration requirements of such laws which is based upon the fact that said securities are not being offered to the public. Claimant understands that in order to satisfy such requirement he must be acquiring the shares with no view to making a public distribution of said securities and the representations and warranties contained in this Section III are given with the intention that the Company may rely thereon for purposes of claiming such exemption; and that he understands that he must bear the economic risk of its investment in the securities for a substantial period of time, because the securities have not been registered under the federal or state securities laws, and cannot be sold unless subsequently registered under such laws, or unless an exemption from such registration is available.

Appears in 3 contracts

Samples: Convert Debt (Biomedical Technology Solutions Holdings Inc), Agreement (Biomedical Technology Solutions Holdings Inc), Convert Debt (Biomedical Technology Solutions Holdings Inc)

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Unregistered Shares. Claimant represents that he it understands that the Company shares of stock Vitro Shares have not been registered for sale under federal or state securities laws and that said securities are being issued to Claimant pursuant to a claimed exemption from the registration requirements of such laws which is based upon the fact that said securities are not being offered to the public. Claimant understands that in order to satisfy such requirement he it must be acquiring the shares with no view to making a public distribution of said securities and the representations and warranties contained in this Section III are given with the intention that the Company Vitro may rely thereon for purposes of claiming such exemption; and that he it understands that he it must bear the economic risk of its investment in the securities for a substantial period of time, because the securities have not been registered under the federal or state securities laws, and cannot be sold unless subsequently registered under such laws, or unless an exemption from such registration is available.

Appears in 2 contracts

Samples: Convert Debt (Vitro Diagnostics Inc), Convert Debt (Vitro Diagnostics Inc)

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