Compliance with Securities Act of 1933. The Holder of this Warrant, by acceptance hereof, agrees that this Warrant, the Warrant Shares and the capital stock issuable upon conversion of the Warrant Shares (collectively, the “Securities”) are being acquired for investment and that such holder will not offer, sell, transfer or otherwise dispose of the Securities except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”) and any applicable state securities laws. Upon exercise of this Warrant, unless the Warrant Shares being acquired are registered under the Securities Act and any applicable state securities laws or an exemption from such registration is available, the Holder hereof shall confirm in writing that the Warrant Shares so purchased are being acquired for investment and not with a view toward distribution or resale in violation of the Securities Act and shall confirm such other matters related thereto as may be reasonably requested by the Company. The Warrant Shares (unless registered under the Securities Act and any applicable state securities laws) shall be stamped or imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. Such legend shall be removed by the Company, upon the request of a Holder, at such time as the restrictions on the transfer of the applicable security shall have terminated.
Compliance with Securities Act of 1933. The Lender understands that the Notes it is acquiring are sold in reliance upon an exemption from such registration requirements afforded by Regulation S, governing the offer and sale of securities that occur outside the U.S. Regulation S provides that Notes, sold pursuant to the exemption provided by that Regulation, within one (1) year after completion of Notes purchasing under this Contract (hereinafter referred to as the “Restricted Period”), must not be sold without any solicitation or other efforts to sell the Notes or any re-sale into the United States.
Compliance with Securities Act of 1933. 4.1. Disposition of Warrant and/or Warrant Shares. This Warrant and/or the Warrant Shares may not be sold or otherwise disposed of except as follows:
Compliance with Securities Act of 1933. No Member’s Units have been registered under the Securities Act of 1933, in reliance upon the exemption provided in Section 4(2) of such act. Notwithstanding any other provisions in this Agreement, a Member may not Transfer its Units unless, at the expense of the transferring Member, the Company has received an opinion of counsel for the Company or counsel acceptable to its counsel, to the effect that such Transfer is exempt from registration under the Securities Act of 1933 and is in compliance with all applicable federal and state securities laws and regulations. The Board of Managers may, in its sole discretion, waive the requirements of this section with respect to the Transfer of any Units, but any such waiver will not constitute a waiver of any subsequent Transfer of such interest or the Transfer of any other Units.
Compliance with Securities Act of 1933. No Member's interest in the Company has been registered under the Securities Act of 1933 in reliance upon the exemption provided in Section 4(2) of such act. Notwithstanding any other provisions in this Agreement, no interest in the Company of a Member may be offered for sale, sold, transferred or otherwise disposed of unless, at the expense of the transferring Member, the Company has received an opinion of counsel for the Company or counsel acceptable to its counsel, to the effect that such transfer is exempt from registration under the Securities Act of 1933 and is in compliance with all applicable federal and state securities laws and regulations. The Managing Member may, in its sole discretion, waive the requirements of this Section with respect to the transfer of any interest, but any such waiver shall not constitute a waiver of any subsequent transfer of such interest or the transfer of any other interest.
Compliance with Securities Act of 1933. This Debenture has been issued subject to investment representations of the original purchaser hereof and may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (the "Act"), other applicable state and foreign securities laws and the terms of the Securities Purchase Agreement. In the event of any proposed transfer of this Debenture, the Company may require, prior to issuance of a new Debenture in the name of such other person, that it receive reasonable transfer documentation including legal opinions from counsel reasonably acceptable to the Company in form and substance reasonably acceptable to the Company that the issuance of this Debenture in such other name does not and will not cause a violation of the Act or any applicable state or foreign securities laws. Prior to due presentment for transfer of this Debenture, the Company and any agent of the Company may treat the person in whose name this Debenture is duly registered on the Company's Debenture Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Debenture be overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.
Compliance with Securities Act of 1933. Within the past twelve -------------------------------------- months, neither the Company nor any person acting on behalf of the Company has, directly or indirectly, offered any capital stock, including the Shares or any part thereof, or any rights, warrants or options to purchase any capital stock of the Company, for sale to, or solicited any offers to buy any of the same from, or negotiated with respect to any of the foregoing with, any person other than the Investors and existing holders of Common Stock and options to purchase Common Stock. Neither the Company nor any person acting on behalf of the Company has, directly or indirectly, taken or will take any action which would subject the issuance or sale of the Shares to the registration requirements of the Securities Act. All shares of capital stock of the Company heretofore sold and issued by it were sold and issued in compliance with all applicable Federal and state securities laws.
Compliance with Securities Act of 1933. No Limited Partner’s interest in the Partnership has been registered under the Securities Act of 1933 in reliance upon the exemption provided in Section 4(2) of such act. Notwithstanding any other provisions in this Agreement, no Partnership interest of a Limited Partner may be offered for sale, sold, transferred or otherwise disposed of unless, at the expense of the transferring Partner, the Partnership has received an opinion of counsel for the Partnership or counsel acceptable to its counsel, to the effect that such transfer is exempt from registration under the Securities Act of 1933 and is in compliance with all applicable federal and state securities laws and regulations. The General Partner may, in its sole discretion, waive the requirements of this section with respect to the transfer of any interest, but any such waiver shall not constitute a waiver of any subsequent transfer of such interest or the transfer of any other interest.
Compliance with Securities Act of 1933. No Partner’s interest in the Partnership has been registered under the Securities Act of 1933 in reliance upon the exemption provided in Section 4(2) of such act. Notwithstanding any other provisions in this Agreement, no Partnership interest of a Partner may be offered for sale, sold, transferred or otherwise disposed of unless, at the expense of the transferring Partner, the Partnership has received an opinion of counsel for the Partnership or counsel acceptable to its counsel, to the effect that such transfer is exempt from registration under the Securities Act of 1933 and is in compliance with all applicable federal and state securities laws and regulations.
Compliance with Securities Act of 1933. Purchaser understands and agrees that the Shares have not been registered under the Securities Act of 1933 (the “1933 Act”) or any applicable state securities laws, and that such Shares must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration. Purchaser acknowledges that the Purchaser is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the 1933 Act (“Rule 144”), and that such person has been advised that Rule 144 permits resales only under certain circumstances. Purchaser understands that to the extent that Rule 144 is not available, Purchaser will be unable to sell any Shares without either registration under the 1933 Act or the existence of another exemption from such registration requirement. In any event, and subject to compliance with applicable securities laws, Purchaser may enter into lawful hedging transactions in the course of hedging the position they assume and Purchaser may also enter into lawful short positions or other derivative transactions relating to the Shares, and deliver the Shares, to close out their short or other positions or otherwise settle other transactions, or loan or pledge the Shares, to third parties who in turn may dispose of these Shares.
