Common use of Restricted Shares Clause in Contracts

Restricted Shares. Shareholders understand that (A) the Issuer Shares Shareholders are receiving from Issuer under this Agreement have not been registered under the Securities Act of 1933, as amended (“the Act”) or the securities laws of any state, based upon an exemption from such registration requirements pursuant to Section 4(2) of the Act; (B) the Issuer Shares are and will be “restricted securities”, as said term is defined in Rule 144 of the Rules and Regulations promulgated under the Act; and (C) the Issuer Shares may not be sold or otherwise transferred unless exemptions from such registration provisions are available with respect to said resale or transfer or the shares have been registered under the Act.

Appears in 7 contracts

Samples: SportsQuest, Inc., Greens Worldwide Inc, Greens Worldwide Inc

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Restricted Shares. Shareholders understand Shareholder understands that (A) the Issuer Shares Shareholders are Shareholder is receiving from Issuer under this Agreement have not been registered under the Securities Act of 1933, as amended (“the Act”) or the securities laws of any state, based upon an exemption from such registration requirements pursuant to Section 4(2) of the Act; (B) the Issuer Shares are and will be “restricted securities”, as said term is defined in Rule 144 of the Rules and Regulations promulgated under the Act; and (C) the Issuer Shares may not be sold or otherwise transferred unless exemptions from such registration provisions are available with respect to said resale or transfer or the shares have been registered under the Act.

Appears in 6 contracts

Samples: Sputnik Enterprises, Inc, Sputnik Enterprises, Inc, Sputnik Enterprises, Inc

Restricted Shares. Shareholders understand Shareholder understands that (A) the Issuer Shares Shareholders are Shareholder is receiving from Issuer under this Agreement have not been registered under the Securities Act of 1933, as amended ("the Act") or the securities laws of any state, based upon an exemption from such registration requirements pursuant to Section 4(2) of the Act; (B) the Issuer Shares are and will be "restricted securities", as said term is defined in Rule 144 of the Rules and Regulations promulgated under the Act; and (C) the Issuer Shares may not be sold or otherwise transferred unless exemptions from such registration provisions are available with respect to said resale or transfer or the shares have been registered under the Act.

Appears in 6 contracts

Samples: Domark International Inc., Domark International Inc., Domark International Inc.

Restricted Shares. Shareholders Seller understand that (A) the Issuer Shares Shareholders Sellers are receiving from Issuer Purchaser under this Agreement have not been registered under the Securities Act of 1933, as amended ("the Act") or the securities laws of any state, based upon an exemption from such registration requirements pursuant to Section 4(2) of the Act; (B) the Issuer Shares are and will be "restricted securities", as said term is defined in Rule 144 of the Rules and Regulations promulgated under the Act; and (C) the Issuer Shares may not be sold or otherwise transferred or distributed unless exemptions from such registration provisions are available with respect to said resale or transfer or the shares have been registered under the Act.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Domark International Inc.), Asset Purchase Agreement (Domark International Inc.), Asset Purchase Agreement (Domark International Inc.)

Restricted Shares. Shareholders Members understand that (A) the Issuer Shares Shareholders Members are receiving from Issuer under this Agreement have not been registered under the Securities Act of 1933, as amended (“the Act”) or the securities laws of any state, based upon an exemption from such registration requirements pursuant to Section 4(2) of the Act; (B) the Issuer Shares are and will be “restricted securities”, as said term is defined in Rule 144 of the Rules and Regulations promulgated under the Act; and (C) the Issuer Shares may not be sold or otherwise transferred unless exemptions from such registration provisions are available with respect to said resale or transfer or the shares have been registered under the Act.

Appears in 2 contracts

Samples: Membership Interests (Greens Worldwide Inc), SportsQuest, Inc.

Restricted Shares. The Shareholders understand understands that (Ai) the Issuer Shares the Shareholders are receiving from Issuer under this Agreement have not been registered under the Securities Act of 1933, as amended (“the Act”) or the securities laws of any state, based upon an exemption from such registration requirements pursuant to Section 4(2) of the Act; (Bii) the Issuer Shares are and will be “restricted securities”, as said term is defined in Rule 144 of the Rules and Regulations promulgated under the Act; and (Ciii) the Issuer Shares may not be sold or otherwise transferred unless exemptions from such registration provisions are available with respect to said resale or transfer or the shares have been registered under the Act.

Appears in 2 contracts

Samples: Meltdown Massage & Body Works, Inc., Meltdown Massage & Body Works, Inc.

Restricted Shares. Shareholders understand Company understands that (A) the Issuer Shares Shareholders are Company is receiving from Issuer under this Agreement have not been registered under the Securities Act of 1933, as amended (“the Act”) or the securities laws of any state, based upon an exemption from such registration requirements pursuant to Section 4(2) of the Act; (B) the Issuer Shares are and will be “restricted securities”, as said term is defined in Rule 144 of the Rules and Regulations promulgated under the Act; and (C) the Issuer Shares may not be sold or otherwise transferred unless exemptions from such registration provisions are available with respect to said resale or transfer or the shares have been registered under the Act.

Appears in 1 contract

Samples: Sputnik Enterprises, Inc

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Restricted Shares. Shareholders understand Company understands that (A) the Issuer Shares Shareholders are receiving Company is acquiring from Issuer under this Agreement have not been registered under the Securities Act of 1933, as amended (the Act) or the securities laws of any state, based upon an exemption from such registration requirements pursuant to Section 4(2) of the Act; (B) the Issuer Shares are and will be restricted securities, as said term is defined in Rule 144 of the Rules and Regulations promulgated under the Act; and (C) the Issuer Shares may not be sold or otherwise transferred unless exemptions from such registration provisions are available with respect to said resale or transfer or the shares have been registered under the Act.transfer

Appears in 1 contract

Samples: Transportation Safety Lights Inc

Restricted Shares. Shareholders understand that (A) the Issuer Shares Shareholders are receiving from Issuer under this Agreement have not been registered under the Securities Act of 1933, as amended ("the Act") or the securities laws of any state, based upon an exemption from such registration requirements pursuant to Section 4(2) of the Act; (B) the Issuer Shares are and will be "restricted securities", as said term is defined in Rule 144 of the Rules and Regulations promulgated under the Act; and (C) the Issuer Shares may not be sold or otherwise transferred unless exemptions from such registration provisions are available with respect to said resale or transfer or the shares have been registered under the Act.

Appears in 1 contract

Samples: Domark International Inc.

Restricted Shares. Shareholders understand Shareholder understands that (A) the Issuer Shares Shareholders are receiving from Issuer under this Agreement have not been registered under the Securities Act of 1933, as amended ("the Act") or the securities laws of any state, based upon an exemption from such registration requirements pursuant to Section 4(2) of the Act; (B) the Issuer Shares are and will be "restricted securities", as said term is defined in Rule 144 of the Rules and Regulations promulgated under the Act; and (C) the Issuer Shares may not be sold or otherwise transferred unless exemptions from such registration provisions are available with respect to said resale or transfer or the shares have been registered under the Act.

Appears in 1 contract

Samples: Domark International Inc.

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