Common use of Restricted Shares Clause in Contracts

Restricted Shares. (a) The Purchaser understands that the Shares will be characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a private placement under Section 4(a)(2) of the Securities Act and that under such laws and applicable regulations such Shares may be resold without registration under the Securities Act only in certain limited circumstances.

Appears in 8 contracts

Samples: Series a Preferred Stock Purchase Agreement (Pacific Oak Residential Trust, Inc.), Securities Purchase Agreement (Intercept Pharmaceuticals Inc), Securities Purchase Agreement (Cidara Therapeutics, Inc.)

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Restricted Shares. (a) The Purchaser understands that the Shares will be are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a private placement under Section 4(a)(2) of the Securities Act transaction not involving a public offering and that under such laws and applicable regulations such Shares may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Purchaser represents that it is familiar with Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Obalon Therapeutics Inc), Securities Purchase Agreement (Codexis, Inc.), Stock Purchase Agreement (Tokai Pharmaceuticals Inc)

Restricted Shares. (a) The Purchaser Such Investor understands that the Shares will be are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a private placement under Section 4(a)(2) of the Securities Act transaction not involving a public offering and that under such laws and applicable regulations such Shares securities may be resold without registration under the Securities 1933 Act only in certain limited circumstances.

Appears in 2 contracts

Samples: Bridge Note Purchase Agreement (Corgi International LTD), Securities Exchange Agreement (Corgi International LTD)

Restricted Shares. (a) The Purchaser Investor understands that the Shares will be are characterized as “restricted securitiesshares” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a private placement under Section 4(a)(2) of the Securities Act transaction not involving a public offering and that under such laws and applicable regulations such Shares securities may be resold without registration under the Securities Act only in certain limited circumstances.

Appears in 2 contracts

Samples: Securities Purchase Agreement, Securities Purchase Agreement (Benefitfocus,Inc.)

Restricted Shares. (a) The Initial Purchaser understands that the Shares will be are characterized as “restricted securitiesshares” under the federal securities laws inasmuch as they are being acquired from the Company in a private placement under Section 4(a)(2) of the Securities Act transaction not involving a public offering and that under such laws and applicable regulations such Shares shares may be resold without registration under the Securities Act only in certain limited circumstances.

Appears in 2 contracts

Samples: Purchase Agreement (First Industrial Realty Trust Inc), Purchase Agreement (Weingarten Realty Investors /Tx/)

Restricted Shares. (a) The Purchaser understands that the Shares will be characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a private placement under Section 4(a)(2) of the Securities 1933 Act and that that, under such laws and applicable regulations regulations, such Shares may be resold without registration under the Securities 1933 Act only in certain limited circumstances.

Appears in 2 contracts

Samples: Subscription Agreement (Mirum Pharmaceuticals, Inc.), Subscription Agreement (Mirum Pharmaceuticals, Inc.)

Restricted Shares. (a) The Purchaser Investor understands that the Shares will be characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a private placement under Section 4(a)(2) of the Securities Act and that under such laws and applicable regulations such Shares may be resold without registration under the Securities Act only in certain limited circumstances.

Appears in 1 contract

Samples: Exchange Agreement (SANUWAVE Health, Inc.)

Restricted Shares. (a) The Purchaser understands that the Shares will be characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a private placement under Section 4(a)(24(2) of the Securities Act and that under such laws and applicable regulations such Shares may be resold without registration under the Securities Act only in certain limited circumstances.

Appears in 1 contract

Samples: Securities Purchase Agreement (Arrowhead Research Corp)

Restricted Shares. (a) The Purchaser understands that the Shares will be are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a private placement under Section 4(a)(2) of the Securities Act transaction not involving a public offering and that under such laws and applicable regulations such Shares may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, the Purchaser represents that it is familiar with Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Appears in 1 contract

Samples: Stock Purchase Agreement (Gritstone Oncology, Inc.)

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Restricted Shares. (a) The Purchaser Such Investor understands that the Shares will be are characterized as "restricted securities" under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a private placement under Section 4(a)(2) of the Securities Act transaction not involving a public offering and that under such laws and applicable regulations such Shares securities may be resold without registration under the Securities 1933 Act only in certain limited circumstances.

Appears in 1 contract

Samples: Purchase Agreement (Consor Capital II LP)

Restricted Shares. (a) The Purchaser understands that the Shares will be characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a private placement under Section 4(a)(2) of the Securities 1933 Act and that under such laws and applicable regulations such Shares may be resold without registration under the Securities 1933 Act only in certain limited circumstances.

Appears in 1 contract

Samples: Securities Purchase Agreement (Intercept Pharmaceuticals, Inc.)

Restricted Shares. (a) The Purchaser understands that the Shares will be characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a private placement under Section 4(a)(2) of the Securities Act and that under such laws and applicable regulations such the Shares may be resold without registration under the Securities Act only in certain limited circumstances.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cidara Therapeutics, Inc.)

Restricted Shares. (a) The Purchaser Investor understands that the Shares will be being acquired pursuant hereto are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company Corporation in a private placement under Section 4(a)(2) of the Securities Act transaction not involving a public offering and that under such laws and applicable regulations such Shares securities may not be resold without registration under the Securities Act only Act, except in certain limited circumstances.

Appears in 1 contract

Samples: Securities Purchase Agreement (Western Alliance Bancorporation)

Restricted Shares. (a) The Purchaser Investor understands that the Purchase Shares will be characterized as “restricted securitiesshares” under the federal securities laws inasmuch as they are being will be acquired from the Company in a private placement under Section 4(a)(2) of the Securities Act transaction not involving a public offering and that under such the applicable laws rules and applicable regulations such regulations, the Purchase Shares may be resold without registration under the Securities Act only in certain limited circumstances.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Healthcare Trust, Inc.)

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