Resale of Shares. Holder and the Company acknowledge that as of the date hereof the Staff of the Division of Corporation Finance of the SEC has published Compliance & Disclosure Interpretation 528.04 in the Securities Act Rules section thereof, stating that the holder of securities issued in connection with a public offering may not rely upon Rule 144 promulgated under the Act to establish an exemption from registration requirements under Section 4(a)(1) under the Act, but may nonetheless apply Rule 144 constructively for the resale of such shares in the following manner: (a) provided that six months has elapsed since the last sale under the registration statement, an underwriter or finder may resell the securities in accordance with the provisions of Rule 144(c), (e), and (f), except for the notice requirement; (b) a purchaser of the shares from an underwriter receives restricted securities unless the sale is made with an appropriate, current prospectus, or unless the sale is made pursuant to the conditions contained in (a) above; (c) a purchaser of the shares from an underwriter who receives restricted securities may include the underwriter’s holding period, provided that the underwriter or finder is not an affiliate of the issuer; and (d) if an underwriter transfers the shares to its employees, the employees may tack the firm’s holding period for purposes of Rule 144(d), but they must aggregate sales of the distributed shares with those of other employees, as well as those of the underwriter or finder, for a six-month period from the date of the transfer to the employees. Holder and the Company also acknowledge that the Staff of the Division of Corporation Finance of the SEC has advised in various no-action letters that the holding period associated with securities issued without registration to a service provider commences upon the completion of the services, which the Company agrees and acknowledges shall be the final closing of the Offering, and that Rule 144(d)(3)(ii) provides that securities acquired from the issuer solely in exchange for other securities of the same issuer shall be deemed to have been acquired at the same time as the securities surrendered for conversion (which the Company agrees is the date of the initial issuance of this Purchase Warrant). In the event that following a reasonably-timed written request by Hxxxxx to transfer the Shares in accordance with Compliance & Disclosure Interpretation 528.04 counsel for the Company in good faith concludes t...
Resale of Shares. The Investor represents, warrants and covenants that it will resell the Shares only pursuant to the Registration Statement in which the resale of such Shares is registered under the Securities Act, in a manner described under the caption “Plan of Distribution” in such Registration Statement, and in a manner in compliance with all applicable federal and state securities laws, rules and regulations, or pursuant to an exception for the registration provisions of the Securities Act, if applicable.
Resale of Shares. The Purchaser acknowledges that no representations or promises have been made concerning the value of the Shares and the Purchaser acknowledges that it may be required to bear the economic risk of its investment in the Company for an indefinite period of time.
Resale of Shares. The Dealer Manager agrees, and each Selected Broker-Dealer shall have agreed, to comply and shall comply with any applicable requirements with respect to its and each Selected Broker-Dealer’s participation in any resales or transfers of the Shares. In addition, the Dealer Manager agrees, and each Selected Broker-Dealer shall have agreed, that should it or they assist with the resale or transfer of the Shares, it and each Selected Broker-Dealer will fully comply with all applicable FINRA rules and any other applicable federal or state laws.
Resale of Shares. Each Investor severally covenants that it will not sell or otherwise transfer the Shares or, subject to Stockholder Approval, the Exchange Shares, except pursuant to an effective registration under the Securities Act or in a transaction which, in the opinion of counsel reasonably satisfactory to the Company, qualifies as an exempt transaction under the Securities Act and the rules and regulations promulgated thereunder.
Resale of Shares. The Initial Purchaser represents and warrants that it is a "qualified institutional buyer" (as defined in Rule 144A ("QIB")). The Initial Purchaser represents and warrants and agrees with the Company that (a) it has not and will not, directly or indirectly, solicit offers for, or offer or sell, the Shares by any form of general solicitation or general advertising (as those terms are used in Regulation D) or in any manner involving a public offering (within the meaning of Section 4(2) of the Act); (b) it has not and will not, directly or indirectly, engage in any "directed selling efforts" (within the meaning of Regulation S under the Act) in the United States in connection with the Shares being offered and sold pursuant to Regulation S under the Act; (c) it has not and will not, directly or indirectly, purchase with a view to or for offer or sale in connection with any distribution that would be in violation of federal or state law; and (d) it has and will solicit offers for the Shares only from, and will offer the Shares only to (A) in the case of offers inside the United States, (i) Persons whom the Initial Purchaser reasonably believes to be QIBs or, if any such Person is buying for one or more institutional accounts for which such Person is acting as fiduciary or agent, only when such Person has represented to the Initial Purchaser that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A or (ii) a limited number of other institutional investors reasonably believed by the Initial Purchaser to be "Accredited Investors" (as defined in Rule 501(a)(1), (2), (3) or (7) of the Act) that, prior to their purchase of the Shares, deliver to the Initial Purchaser and the Company a letter containing the representations and agreements set forth in Annex A to the Final Memorandum and (B) in the case of offers outside the United States, to Persons other than U.S. Persons in reliance upon Regulation S, in transactions meeting the requirements of Regulation S.
Resale of Shares. Participant is permitted to sell Shares acquired upon exercise of the Options through a designated broker provided the resale of Shares takes place outside of Canada through the stock exchange on which the Shares are listed. Currently, the Company’s Shares are listed on the Nasdaq Global Market.
Resale of Shares. The Investor represents, warrants and covenants that it will resell such Shares only pursuant to a Registration Statement in which the resale of such Advance Shares is registered under the Securities Act, in a manner described under the caption “Plan of Distribution” in such Registration Statement, and in a manner in compliance with all applicable U.S. federal and state securities laws, rules and regulations, including, without limitation, any applicable prospectus delivery requirements of the Securities Act. Notwithstanding the foregoing any Commitment Shares held by the Investor not subject to an effective Registration Statement may be eligible for resale pursuant to Rule 144 of the Securities Act or any such applicable exemptions of the registration requirements of the Securities Act, subject to the satisfaction of any holding period and other applicable requirements under such Rule. In addition, the Investor understands that the Shares have not been qualified for distribution by prospectus in any jurisdiction of Canada, and may not be offered for sale, sold, assigned or transferred in any jurisdiction of Canada except pursuant to a prospectus or exemption from the prospectus requirement under applicable securities laws in Canada. The Investor covenants and agrees that it shall not directly or indirectly make any offers or sales of securities in connection with this Agreement directly to any person whom, to the Investor’s knowledge, is (A) a person resident or located in a jurisdiction of Canada, (B) a person acquiring such securities for the benefit of another person resident or located in a jurisdiction of Canada, or (C) on any “marketplace” (as such term is defined in National Instrument 21-101 – Marketplace Operation) in Canada. The Company and the Investor shall take all further steps reasonably required to ensure compliance with the provisions of OSC Rule 72-503. For clarity, a distribution made on or through the facilities of an exchange or market outside Canada is a distribution to a person or company outside Canada if neither the seller nor any person acting on its behalf has reason to believe that the distribution has been pre-arranged with a buyer in Canada.
Resale of Shares. (a) Investor acknowledges, and the Broker agrees, that the Broker has been engaged by Investor to (i) purchase the Backstop Shares on behalf of Investor prior to the Deadline and allow sufficient time for the settlement of such purchases prior to the Closing in accordance with Section 2 and (ii) sell the Backstop Shares (and, following the effectiveness of the Investor Resale Registration Statement, the Additional Shares and Affiliate Shares) in the open market on behalf of Investor (and Other Guaranteed Investors) during the ninety (90) day period following the Closing (the “Resale Period”). Investor agrees that from the Broker’s engagement by the Investor until the end of the Resale Period, Investor may not terminate Broker’s engagement without the prior written consent of Pubco and the Company. At its sole discretion, Pubco may reduce the Resale Period by up to thirty (30) days; provided, that (i) no such reduction in the Resale Period shall make the resale period end less than five (5) Trading Days after the Investor Resale Registration Statement has become effective, and (ii) Pubco may not reduce the Resale Period under this Agreement unless it also reduces the Resale Period for all of the Other Guaranteed Investors.
Resale of Shares. 27 5.5 Shares to be held Indefinitely. . . . . . . . . . . 27 5.6 Periodic Reports-No Registration. . . . . . . . . . 28 5.7
