Securities Law Acknowledgments Sample Clauses

Securities Law Acknowledgments. You hereby acknowledge and confirm to the Company that (i) you are aware that the Common Shares are publicly-traded securities and (ii) Common Shares may not be sold or otherwise transferred unless such sale or transfer is registered under the Securities Act of 1933, as amended, and the securities laws of any applicable state or other jurisdiction, or is exempt from such registration.
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Securities Law Acknowledgments. You hereby acknowledge and confirm to the MSG Group and the Cablevision Group that (i) you are aware that the shares of Class A Common Stock are publicly-traded securities and (ii) the shares of Class A Common Stock issuable upon exercise of the Options may not be sold or otherwise transferred unless such sale or transfer is registered under the Securities Act of 1933, as amended, and the securities laws of any applicable state or other jurisdiction, or is exempt from such registration.
Securities Law Acknowledgments. The CITY NETWORK Shareholders acknowledge that the IVAG Shares are, and will be, offered and sold to the CITY NETWORK Shareholders in reliance on specific exemptions from the registration requirements of United States federal and state securities laws. The CITY NETWORK Shareholders will not sell or otherwise transfer the IVAG Shares without registration under the Securities Act or an exemption therefrom, and fully understand and agree that the CITY NETWORK Shareholders or any such transferee must bear the economic risk of holding the IVAG Shares for an indefinite period of time because, among other reasons, the IVAG Shares have not been registered under the Securities Act or under the securities laws of certain states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless the securities are subsequently registered under the Securities Act and under the applicable securities laws of such states or unless an exemption from such registration is available in the opinion of counsel for the holder, which counsel and opinion are reasonably satisfactory to counsel for IVAG. The CITY NETWORK Shareholders are acquiring the IVAG Shares for the account of the CITY NETWORK Shareholders for investment and not with a view to resale or distribution except in compliance with the Securities Act.
Securities Law Acknowledgments. Counterparty acknowledges that (i) during any Unwind Period, Counterparty does not have, and shall not attempt to exercise, any influence over how, when or whether to effect purchases of Shares by Dealer (or its agent or affiliate) in connection with this Confirmation and (ii) Counterparty is entering into the Agreement and this Confirmation in good faith and not as part of a plan or scheme to evade compliance with federal securities laws. Counterparty hereby agrees with Dealer that during any Unwind Period, Counterparty shall not communicate, directly or indirectly, any Material Non-Public Information (as defined herein) to any EDG Personnel (as defined below). For purposes of the Transaction, “Material Non-Public Information” means information relating to Counterparty or the Shares that (a) has not been widely disseminated by wire service, in one or more newspapers of general circulation, by communication from Counterparty to its shareholders or in a press release, or contained in a public filing made by Counterparty with the Securities and Exchange Commission and (b) a reasonable investor might consider to be of importance in making an investment decision to buy, sell or hold Shares. For the avoidance of doubt and solely by way of illustration, information should be presumed “material” if it relates to such matters as dividend increases or decreases, earnings estimates, changes in previously released earnings estimates, significant expansion or curtailment of operations, a significant increase or decline of orders, significant merger or acquisition proposals or agreements, significant new products or discoveries, extraordinary borrowing, major litigation, liquidity problems, extraordinary management developments, purchase or sale of substantial assets, or other similar information. For purposes of the Transaction, “EDG Personnel” means any employee on the trading side of the Equity Derivatives Group of J.X. Xxxxxx Securities LLC and does not include Mx. Xxxxx Xxxxxxxx, Mx. Xxxxxx Xxxxxx, Mx. Xxxx X. Wynkoop, Mx. Xxxx Xxxxxxxxxxxx, Mx. Xxxxxxx X. Hegde, Mr. Gxxxxx Xxxxx and Mr. Bxxxx Xxxxxx (or any other person or persons designated from time to time by the Compliance Group of Dealer).
Securities Law Acknowledgments. The Optionee acknowledges that the ------------------------------ shares of Common Stock issued upon exercise of the Option may not be registered under applicable securities laws, that such shares of Common Stock purchased upon the exercise of the Option must be held indefinitely unless subsequently registered under the applicable securities laws or unless an exemption therefrom is available and at the election of the Company, such certificates may bear such legends regarding the limited transferability of the shares of Common Stock under applicable securities laws as counsel for the Company may require. The shares of Common Stock issued pursuant to the terms of this Agreement shall represent fully paid and nonassessable shares of Common Stock.
Securities Law Acknowledgments. The Parties acknowledge that:
Securities Law Acknowledgments. The Hugo UK Stockholders acknowledge that the Hugo USA Shares are being and will be issued to the Hugo UK Stockholders in reliance on specific exemptions from the registration requirements of federal and state securities laws. The Hugo UK Stockholders and any transferee of the Hugo UK Stockholders will not sell or otherwise transfer the Hugo USA Shares without registration under the Securities Act or an exemption therefrom, and fully understand and agree that the Hugo UK Stockholders or any such transferee must bear the economic risk of holding the Hugo USA Shares for an indefinite period of time because, among other reasons, the Hugo USA Shares have not been registered under the Securities Act or under the securities laws of certain states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless the securities are subsequently registered under the Securities Act and under the applicable securities laws of such states or unless an exemption from such registration is available in the opinion of counsel for the holder, which counsel and opinion are reasonably satisfactory to counsel for Hugo USA. The Hugo UK Stockholders are acquiring the Hugo USA Shares for the account of the Hugo UK Stockholders for investment and not with a view to resale or distribution except in compliance with the Securities Act.
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Securities Law Acknowledgments. Xxxxxxx acknowledges that the shares ------------------------------ of Common Stock issued upon exercise of the Options may not be registered under applicable securities laws, that such shares of Common Stock purchased upon the exercise of the Options must be held indefinitely unless subsequently registered under the applicable securities laws or unless an exemption therefrom is available, and, at the election of NCI, such certificates may bear such legends regarding the limited transferability of the shares of Common Stock under applicable securities laws as counsel for NCI may require. The shares of Common Stock issued pursuant to the terms of this Agreement shall represent fully paid and non-assessable shares of Common Stock. . On or before the earlier to occur of the first anniversary of this Agreement or the termination of Xxxxxxx'x employment by NCI without Cause or by Xxxxxxx for Good Reason or upon a Change of Control (as such terms are defined in Xxxxxxx'x Employment Agreement), NCI shall prepare and file a registration statement on Form S-8 or such other appropriate Form under the Securities Act of 1933, as amended (the "Act") and, if effectiveness is not automatic, use its best efforts to cause such registration statement to become effective as promptly as practicable. Thereafter, NCI shall maintain the effectiveness of the registration statement until all of the Shares may be sold without restriction under the Act.
Securities Law Acknowledgments. Such Stockholder is aware that the Purchase Price Shares are being and will be issued to the Western Stockholders in reliance on specific exemptions from the registration requirements of federal and state securities laws. Such Stockholder and any transferee of such Stockholder will not sell or otherwise transfer the Purchase Price Shares without registration under the Securities Act or an exemption therefrom, and fully understands and agrees that such Stockholder or any such transferee must bear the economic risk of holding the Purchase Price Shares for an indefinite period of time because, among other reasons, the Purchase Price Shares have not been registered under the Securities Act or under the securities laws of certain states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless the securities are subsequently registered under the Securities Act and under the applicable securities laws of such states or unless an exemption from such registration is available in the opinion of counsel for the holder, which counsel and opinion are reasonably satisfactory to counsel for Global. Each Western Stockholder is acquiring the Purchase Price Shares for the account of such Western Stockholder for investment and not with a view to resale or distribution except in compliance with the Securities Act.
Securities Law Acknowledgments. Seller acknowledges the following:
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