BDS Stock definition
Examples of BDS Stock in a sentence
The Shareholder understands that the BDS Stock has not been registered under the Securities Act and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Shareholder's representations as expressed herein.
The issuance and sale of the Shares under this Agreement does not contravene the rules and regulations of the trading market on which the BDS Stock are currently listed or quoted, and no approval of the stockholders of BDS is required for BDS to issue and deliver to the Shareholders the Shares contemplated by this Agreement.
BDS is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with the listing and maintenance requirements for continued listing of the BDS Stock on the trading market on which the BDS Stock is currently listed or quoted.
Additionally, the BDS Stock will bear any legend required by the “blue sky” laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended.
The Shareholder hereby agrees with BDS that the BDS Stock will bear the following legend or one that is substantially similar to the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.
The Shareholder is acquiring the BDS Stock proposed to be acquired hereunder, for investment for its own account, and not with a view to the resale or distribution of any part thereof, and the Shareholder has no present intention of selling or otherwise distributing the BDS Stock, except in compliance with applicable securities laws.
Trading in the BDS Stock shall not have been suspended by the SEC or any trading market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding BDS) at any time since the date of execution of this Agreement, and the BDS Stock shall have been at all times since such date listed for trading on a trading market.
At the Closing, each Shareholder shall sell, transfer, convey, assign and deliver to BDS its TripMart Stock free and clear of all Liens, in exchange for the BDS Stock listed on Annex A opposite such Shareholder's name.
The non-registration shall have no prejudice with respect to any rights, interests, benefits and entitlements attached to the BDS Stock in accordance with BDS's charter documents or the laws of its jurisdiction of incorporation.
Promptly after the Effective Time, BDSI shall make available for exchange in accordance with this Article I the shares of BDSI Common Stock, issuable pursuant to Section 1.8, in exchange for outstanding shares of BDS Stock.