Non-registered Stock Sample Clauses

Non-registered Stock. MEMBER ACKNOWLEDGES AND UNDERSTANDS THAT (i) THE SHARE REPRESENTED BY MEMBER’S STOCK CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE FEDERAL SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND (ii) THE SHARE REPRESENTED BY MEMBER’S STOCK CERTIFICATE AND THE RIGHT TO TRANSFER SAID SHARE IS SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN THE BY-LAWS OF COMPANY AND THIS AGREEMENT AND IS NOT TRANSFERABLE EXCEPT AS PROVIDED IN SAID BY-LAWS AND THIS AGREEMENT. MEMBER FURTHER AGREES AND ACKNOWLEDGES THAT MEMBER’S SHARE OF STOCK CANNOT APPRECIATE IN VALUE.
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Non-registered Stock. The shares of Stock to be distributed under this Plan have not been, as of the Effective Date, registered under the Securities Act of 1933, as amended, or any applicable state or foreign securities laws and the Company has no obligation to any Holder to register the Stock or to assist the Holder in obtaining an exemption from the various registration requirements, or to list the Stock on a national securities exchange. -14- WRITTEN CONSENT OF SHAREHOLDERS LITIGATION ECONOMICS, INC. The undersigned, being the shareholders of Litigation Economics, Inc., a Nevada corporation, hereby approve and consent in writing, pursuant to provisions of Nevada corporate law which permit majority shareholder approval of action by written consent without a meeting, to the adoption of the Litigation Economics, Inc. 1996 Stock Option Plan, in the form attached hereto. Dated this ________ day of October, 1996 Name of Shareholder: Signature: _______________________________________ _______________________________________ _______________________________________ _______________________________________ _______________________________________ _______________________________________ _______________________________________ _______________________________________ _______________________________________ _______________________________________ _______________________________________ _______________________________________ _______________________________________ _______________________________________ _______________________________________ FUND IMPOUND AGREEMENT NAME OF ISSUER: Litigation Economics, Inc. ESCROW NUMBER: 61 DATE FILED: 10/14/96 EXPIRATION DATE:--------- OTHER ----------- THE OFFICERS AND DIRECTORS OF Litigation Economics, Inc. XXXXXX AGREE TO DELIVER, BY XXXX OF THE BUSINESS DAY AFTER RECEIPT, and with names and addresses of investors at time deposit is made, funds to be applied to an escrow account in the amount of: TO: PROFESSIONAL ESCROW SERVICES, INC. $50,000 ------------------------------------- ---------- Bank Name Amount 920 XXXX DR. SUITE B, P.O. BOX 2466 POCATELLO, ID 83206 --------------------------------------------------------------- Address City & State Zip Code As escrow agent, the papers, money, or property hereinafter described, to be held and disposed of by said escrow agent in accordance with the duties, instructions, and upon the terms and conditions hereinafter set forth to which the undersigned hereby agree:
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Non-registered Stock. The shares comprising the Purchase Price are Non-Registered and as such bear a legend stating on said shares that they are non-registered and are governed by Rule 144 of the Securities Act of 1933. As such these shares may not be sold in a market place unless there is adequate current public information concerning the Buyer, and the person seeking to sell the restricted securities must meet the two-year holding period.
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Non-registered Stock. Purchaser acknowledges that the offer and sale of the Purchased Shares have not been registered under the Securities Act or any state securities laws and the Purchased Shares and the Conversion Shares may be resold only if registered pursuant to the provisions thereunder or if an exemption from registration is available. Purchaser understands that the offer and sale of the Purchased Shares are intended to be exempt from registration under the Securities Act, based, in part, upon the representations, warranties and agreements of Purchaser contained in this Agreement.
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Related to Non-registered Stock

  • Non-Registration The Shareholder understands that the shares of Parent Stock have not been registered under the Securities Act of 1933, as amended (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.

  • Registered Stockholders The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

  • Registered Shareholders The Trust shall be entitled to recognize the exclusive right of a person registered on its books as the owner of Shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of Shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or Shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by applicable law or the Declaration of Trust.

  • Loan Register (i) The Servicer shall maintain with respect to each Noteless Loan a register (each, a “Loan Register”) in which it will record (v) the amount of such Loan, (w) the amount of any principal or interest due and payable or to become due and payable from the Obligor thereunder, (x) the amount of any sum in respect of such Loan received from the Obligor and each Purchaser’s share thereof, (y) the date of origination of such Loan and (z) the maturity date of such Loan. The entries made in each Loan Register maintained pursuant to this Section 5.04(n) shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided that the failure of the Servicer to maintain any such Loan Register or any error therein shall not in any manner affect the obligations of the Obligor to repay the related Loans in accordance with their terms or any Purchaser’s interest therein.

  • Registered Members The Company shall be entitled to recognize the exclusive right of a Person registered on its records as the owner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Act or other applicable Law.

  • Non-Registered Offerings In the case of an Offering other than a Registered Offering, you acknowledge that no registration statement has been filed with the Commission. “Offering Circular” means the final offering circular or memorandum, if any, or any other final written materials authorized by the Issuer to be used in connection with an Offering that is not a Registered Offering. “Preliminary Offering Circular” means any preliminary offering circular or memorandum, if any, or any other written preliminary materials authorized by the Issuer to be used in connection with such an Offering. As used herein, the terms “Offering Circular” and “Preliminary Offering Circular” include the material, if any, incorporated by reference therein. We will either, as soon as practicable after the later of the date of the Invitation Wire or the date made available to us by the Issuer, furnish to you (or make available for your review) a copy of any Preliminary Offering Circular or any proof or draft of the Offering Circular. In any event, in any Offering involving an Offering Circular, the Manager will furnish, make available to you, or make arrangements for you to obtain, as soon as practicable after sufficient quantities thereof are made available by the Issuer, copies (which may, to the extent permitted by law, be in electronic form) of the Preliminary Offering Circular and Offering Circular, as amended or supplemented, if applicable (but excluding, for this purpose, documents incorporated therein by reference).

  • Unregistered Securities (a) Accredited Investor Status; Sophisticated Purchasers. Such Purchaser is an “accredited investor” within the meaning of Rule 501 under the Securities Act and is able to bear the risk of its investment in Purchased Securities and the Conversion Shares. Such Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of the Purchased Securities and the Conversion Shares.

  • Share Register The Paying Agent shall maintain the share register, which shall contain a list of the Holders, the number of shares held by each Holder and the address of each Holder. The Paying Agent shall record in the share register any change of address of a Holder upon notice by such Holder. In case of any written request or demand for the inspection of the share register or any other books of the Fund in the possession of the Paying Agent, the Paying Agent will notify the Fund and secure instructions as to permitting or refusing such inspection. The Paying Agent reserves the right, however, to exhibit the share register or other records to any person in case it is advised by its counsel that its failure to do so would be unlawful.

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