Securities Act Matters Clause Samples
Securities Act Matters. (a) Each of the Agent and the Lenders hereby acknowledges and agrees that: the Loans have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state; the Loans are being made in reliance on exemptions from the registration requirements of the Securities Act and applicable state securities laws; the Loans have not been approved or disapproved by the Securities and Exchange Commission (the "Commission"), any state securities commission or other regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the credit facility established hereby or the accuracy or adequacy of the Summary Business Plan Overview of the Borrower, dated March 1996, and that any representation to the contrary is unlawful; the Loans are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws pursuant to registration or exemption therefrom; any promissory notes evidencing the Loans will bear a legend referring to the foregoing restrictions; and because of such restrictions, no secondary trading market for the Loans is expected to develop, and Lenders must bear the risk of their investment for an indefinite amount of time.
(b) Each Lender represents that (i) it is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, (ii) it is making the Loans hereunder for its own account for investment and not with a view to a public distribution thereof (within the meaning of the Securities Act and rules and regulations promulgated thereunder) in contravention of the Securities Act and (iii) it has been afforded an opportunity to request from the Borrower and to review, and has received, all information considered by it to be necessary to become a Lender hereunder.
Securities Act Matters. Each Member understands that, in addition to the restrictions on transfer contained in this Agreement, he or she must bear the economic risks of his or her investment for an indefinite period because the Interests have not been registered under the Securities Act.
Securities Act Matters. The Stockholder acknowledges and agrees that the Shares have not been registered under the Securities Act or under the securities laws of any state, in reliance upon certain exemptive provisions of such statutes. The Stockholder recognizes and acknowledges that such claims of exemption are based, in part, upon the Stockholder's representations contained in this Agreement. The Stockholder further recognizes and acknowledges that, because the Shares are unregistered under federal and state laws, they are not presently eligible for public resale, and may only be resold in the future pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to a valid exemption from such registration requirements. The Stockholder recognizes and acknowledges that Rule 144 or any other exemption promulgated under the Securities Act (which facilitates routine sales of securities in accordance with the terms and conditions of that Rule, including a holding period requirement) is not now available for resale of the Shares, and the Stockholder recognizes and acknowledges that, in the absence of the availability of Rule 144 or any other exemption under the Securities Act, a sale pursuant to a claim of exemption from registration under the Securities Act would require compliance with some other exemption under the Securities Act, none of which may be available for resale of the Shares. The Stockholder recognizes and acknowledges that, except as set forth in this Agreement, the Company is under no obligation to register the Shares, either pursuant to the Securities Act or the securities laws of any state.
Securities Act Matters. (a) Each of the Term Loan C Lenders severally represents and warrants to the Parent as of the date hereof and as of the date of the issuance of the Warrants that:
(i) Such Lender is acquiring the Warrants hereunder for its own account, without a view to the distribution thereof, all without prejudice, however, to the right of such Lender at any time, in accordance with this Agreement, lawfully to sell or otherwise to dispose of all or any part of the Warrants or Warrant Stock held by it.
(ii) Such Lender is an "accredited investor" within the meaning of Regulation D under the Securities Act.
(iii) Such Lender acknowledges that, subject to the Registration Rights Agreement (A) the Warrants and the Warrant Stock have not been registered under the Securities Act, in reliance on the non-public offering exemption contained in Section 4(2) of the Securities Act and Regulation D thereunder; (B) because the Warrants and the Warrant Stock are not so registered, such Lender must bear the economic risk of holding the Warrants and the Warrant Stock for an indefinite period of time unless the Warrants and the Warrant Stock are subsequently registered under the Securities Act or an exemption from such registration is available with respect thereto; (C) Rule 144 under the Securities Act may or may not be available for resales of the Warrants or the Warrant Stock in the future; (D) there is presently no trading market for the Warrants and there is no assurance that such market will exist in the future; and (E) while there is presently a trading market for the Warrant Stock, there is no assurance that such market will be in existence in the future.
(iv) If such Lender decides to dispose of the Warrants or the Warrant Stock, which it does not now contemplate, that such Lender can do so only in accordance and in compliance with the Securities Act and Rule 144 or another exemption from the registration requirements of the Securities Act, as then in effect or through an effective registration statement under the Securities Act.
(v) Such Lender acknowledges that (A) it has had ready access to any and all documents which he deems relevant to the acquisition of the Warrants and the Warrant Stock; (B) to such Lender's knowledge, no requested information, oral or written, has been withheld from such Lender by Parent; (C) Parent has made available to such Lender, during the course of the transaction and prior to the issuance of Warrant Stock the opportunity to ask questions of, and ...
Securities Act Matters. (a) Optionee represents that Shares issued upon any exercise of the Option will be acquired for Optionee's own account for investment only and not with a view to the distribution thereof within the meaning of the Federal Securities Act of 1933, as amended (hereinafter, together with the rules and regulations thereunder, collectively referred to as the "Act"), and that Optionee does not intend to divide Optionee's participation with others or transfer or otherwise dispose of all or any Shares except as below set forth. As herein used the terms "transfer" and "dispose" mean and include, without limitation, any sale, offer for sale, assignment, gift, pledge or other disposition or attempted disposition.
Securities Act Matters. The Exchange is exempt from the registration and prospectus-delivery requirements of the Securities Act and, assuming the accuracy of the Holder’s representations and warranties in Article II above, including with respect to Holder’s holding period and affiliate status, the Exchange Shares to be delivered to the Undersigned’s account pursuant to this Exchange Agreement will not be subject to restrictions on transfer under the Securities Act (and will not have any restrictive legends on such Exchange Shares).
Securities Act Matters. (a) The Lender warrants to the ---------------------- Borrower that:
(i) The Lender is acquiring the Warrants hereunder for its own account, without a view to the distribution thereof, all without prejudice, however, to the right of the Lender at any time, in accordance with this Agreement, lawfully to sell or otherwise to dispose of all or any part of the Warrants or Warrant Stock held by it.
(ii) The Lender is an "accredited investor" within the meaning of Regulation D under the Securities Act.
(b) The Borrower represents and warrants to the Lender that:
(i) Assuming the truth and accuracy of the Lender's representations and warranties contained in the preceding paragraph, the issuance of the Warrants to the Lender hereunder and the issuance of shares of Common Stock to the Lender pursuant to the Warrants are exempt from the registration and prospectus delivery requirements of the Securities Act.
(ii) All stock and securities of the Borrower heretofore issued and sold by the Borrower were, and all securities of the Borrower issued and sold by the Borrower on and after the date hereof are or will be issued and sold in accordance with, or are or will be exempt from, the registration and prospectus delivery requirements of the Securities Act.
(iii) the Borrower agrees that neither it nor any Person acting on its behalf has offered or will offer the Warrants or Warrant Stock or any part thereof or any similar securities for issue or sale to, or has solicited or will solicit any offer to acquire any of the same from, any Person so as to bring the issuance and sale of the Warrants or Warrant Stock hereunder within the provisions of the registration and prospectus delivery requirements of the Securities Act.
Securities Act Matters. 30 Section 21.13
Securities Act Matters. Assuming the accuracy of the representations and warranties of Investor, the issuance of the Underlying Shares pursuant to this Agreement is exempt from the registration requirements of the Securities Act.
Securities Act Matters. Stockholder understands that, in addition to the restrictions on transfer contained in this Agreement, he must bear the economic risks of his investment for an indefinite period because the shares of Common Stock held by him have not been registered under the Securities Act.