Restriction on Resale. The ARCS Common Shares to be issued by ARCS to the Equity Holders or to the Guarantors hereunder will not be registered under the Securities Act of 1933, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of within the United States of America until: (i) a registration statement with respect to such securities is declared effective under the Securities Act of 1933, or (ii) ARCS receives an opinion of counsel for the stockholders, reasonably satisfactory to counsel for ARCS, that an exemption from the registration requirements of the Securities Act of 1933 is available. The certificates representing the shares which are being issued to the Equity Holders pursuant to this Agreement shall contain a legend substantially as follows: “THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR ARCIS RESOURCES CORPORATION RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR ARCIS RESOURCES CORPORATION THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”
Restriction on Resale. The Warrant Shares have not been registered under the Securities Act or any state securities laws, and may not be sold or transferred unless (i) subsequently registered thereunder or (ii) the undersigned shall have delivered to the Company an opinion of counsel (which opinion and counsel shall be reasonably acceptable to the Company) to the effect that the Warrant Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration.
Restriction on Resale. Except as provided below, Seller shall not, without the prior written consent of the Purchaser, offer for sale, sell, pledge, hypothecate or otherwise dispose of, directly or indirectly, any of the Shares, in any manner whatsoever, whether pursuant to SEC Rule 144 or otherwise, prior to the date that is one (1) year after the Closing Date; provided however, that a certain number of Shares shall be released from this restriction on the following schedule: 5% of the total initial amount of the Shares shall be released each month during the thirteenth (13th) through sixteenth (16th) month after the Closing Date; 8% of the total initial amount of the Shares shall be released each month during the seventeenth (17th) through twenty-first (2lth) month after the Closing Date; and 10% of the total initial amount of the Shares shall be released each month during the twenty-second (22nd) through twenty-fourth (24th) month after the Closing Date. The certificates representing the Shares shall contain, for so long as this restriction remains in effect, a legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, INCLUDING AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS 2 3 CERTIFICATE THAT THE SHARES MAY NOT BE OFFERED OR SOLD FOR A CERTAIN PERIOD OF TIME AFTER THE DATE OF ISSUANCE.
Restriction on Resale. The Limited Partner understands and acknowledges that its Partnership Units have not been registered for offer or sale under any Federal or state or other securities law and must be held indefinitely unless subsequently registered or an exemption from such registration is available.
Restriction on Resale. Unless otherwise agreed by the REIT, until the date on which there are no Registrable Shares, each Holder agrees that it will not resell such Registrable Shares without registration under the Securities Act, compliance with Rule 144 under the Securities Act or an opinion of counsel for such Holder reasonably acceptable to the REIT, addressed to the REIT, to the effect that no such registration is required. All reasonable costs, fees and expenses of counsel in connection with such opinion shall be borne by the REIT.
Restriction on Resale. The Stockholder understands and acknowledges that its Equity Securities have not been registered for sale under any federal or state securities law and must be held indefinitely unless subsequently registered or an exemption from such registration is available.
Restriction on Resale. PSINet shall not sell, swap, lease or otherwise transfer (including, without limitation, by way of a pledge, hypothecation or security interest) any Bandwidth obtained from IXC to any third party ("Transferee") except (i) to an Affiliate, or (ii) in connection with the offering of Internet connectivity services, as such services shall evolve and mature, or (iii) in connection with a bona fide financing arrangement with an unaffiliated third party and any foreclosure or similar sale in connection therewith; provided that in any such case, the Transferee shall agree to be subject to the terms of this Section 15.5. PSINet and each Transferee shall not use the Bandwidth acquired from IXC pursuant to this Agreement to provide any party (other than PSINet and its controlled U.S. affiliates for purpose of the aggregation of the customer traffic of PSINet and its controlled U.S. affiliates) any form of non-Internet telecommunications transport at a rate greater than DS-3 (45mbps) without the specific written approval of IXC. PSINet is specifically restricted from using the Bandwidth to deliver any analog or digitized long- distance switched telephone service or any substantially similar service, based on non-Internet telephone switching technologies, and only on such technologies, or private line service (such as XX-0, XX-0, XX-0, T-1, T-3, E-1, E-3, OC-3, OC- 12, OC-48, or any OC-N private line service), to any third party. Any pledge, hypothecation or security interest of or in the Bandwidth will be subject to the terms and conditions of this Agreement, including, without limitation, this section. PSINet will not compete during 1997 against IXC for * business, or for such other business opportunities introduced to PSINet by IXC as may be reduced to writing and acknowledged by PSINet, for services to be rendered in 1997 or * Confidential material has been omitted and filed separately with the Securities and Exchange Commission thereafter, PROVIDED, HOWEVER, that this sentence will not restrict PSINet from providing services contracted for prior to the date hereof. Notwithstanding the foregoing, the restrictions set forth in this Section 15.5 will not apply to any Transferee which acquires any Bandwidth in connection with a Bankruptcy Proceeding filed or initiated by or against PSINet.
Restriction on Resale. The Holder represents that the shares to be acquired by Holder upon the exercise of this Option will be purchased for investment and not with a view to, or for resale in connection with, any distribution of stock within the meaning of the Securities Act of 1933, as amended (the "Act"). By such representation, the Holder means that he will acquire the shares for his own account for investment and that no one else will have any beneficial ownership in such shares nor will such shares be subject to any pledge or lien. Further, the Holder understands that the shares will not be registered under the Act by reason of a specific exemption provided therein. Because the shares are unregistered under the Act, they must be held indefinitely unless subsequently registered under the Act or an exemption from such registration is available. The Holder further understands that in the event that there is a continued market for the Company's Common Stock, any routine sales of the shares made in reliance upon Rule 144 can be made only in limited amounts in accordance with the terms and conditions of that rule, and in the event that rule is not applicable or is unavailable for any reason, Registration under the Act or compliance with exemption will be required. The Holder understands that the Company is under no obligation to register under the Act the Common Stock that Holder may acquire pursuant to this Option, nor to effect compliance with any exemption from registration. The Holder agrees that each certificate representing any or all of the shares shall bear on its face a legend in substantially the following form: "These securities have not been registered under the Securities Act of 1933, as amended. They may not be sold or transferred in the absence of an effective Registration Statement under that Act without an opinion of counsel satisfactory to the Company that such Registration is not required." “By virtue of the legend above, the securities represented by this certificate may not be traded through the facilities of Canadian stock exchanges and this certificate will not constitute "good delivery" in settlement of transactions on Canadian stock exchanges” The Holder further consents that the Company will place a stop order on the certificates evidencing the shares, restricting the transfer of the shares, except in compliance with the Act.
Restriction on Resale. Whether or not the shares of Common Stock acquired upon exercise of an Option have been registered under the Securities Act of 1933, Employee may not sell, transfer, assign, gift, pledge or otherwise dispose of such shares for a one (1) year period commencing on the date of acquisition of such shares.
Restriction on Resale. The following restrictions shall apply to the resale of retail Services by ServiSense:
