Sale of Unregistered Securities. Prior to the Distribution, we will issue shares of our common stock to SilverSun pursuant to Section 4(a)(2) of the Securities Act, which shares will be distributed to SilverSun stockholders in the Distribution. We do not intend to register the issuance of the shares under the Securities Act because the issuance will not constitute a public offering.
Sale of Unregistered Securities. Customer understands that Customer’s Unregistered Securities are reflected on the issuer’s capitalization table maintained by eShares d/b/a Carta, Inc. (“Carta, Inc.”), as transfer agent for each issuer. By electing to sell Unregistered Securities on CartaX, Customer authorizes CCMX to instruct Carta, Inc., as transfer agent for the issuer to accept such instruction to transfer the Unregistered Securities required for the transaction from the Account to the purchaser of such Unregistered Securities. Customer acknowledges that legal title to any such transferred Unregistered Securities will pass to such purchaser at settlement and that CCMX does not have the ability to recall the Unregistered Securities after such securities have been transferred. Customer agrees to hold CCMX and Carta, Inc. harmless with respect to their accepting and following Customer instructions to transfer the Unregistered Securities. Customer’s authorization with respect to the activities described in this section 4.1 is attached as Annex C to this Brokerage Agreement. Customer may revoke this authorization by terminating this Brokerage Agreement and closing the Account in accordance with Section 22 of the Brokerage Agreement. For the avoidance of doubt, Customer understands that any Unregistered Securities holdings in the Account reflect the information on the issuer’s capitalization table maintained by Carta, Inc. and are not held at CCMX.
Sale of Unregistered Securities. Except as set forth in the Prospectus, neither the Company, nor any of its corporate affiliates, has made any unregistered sales of their respective equity securities during the 180-day period immediately preceding the date of the Prospectus to any person including, without limitation, any underwriter or person related to an underwriter.
Sale of Unregistered Securities. Whenever Lender would have the right under this Agreement to sell any Collateral which is in the form of investment securities, Pledgor agrees that if, in the opinion of Lender or its legal counsel, sales of such securities by Lender or the Pledgor without registration of the securities under the Securities Act of 1933 (the “Act”) might, unless accomplished by one or more of the methods described in subsection (a), (b) or (c) below, constitute either Lender or Pledgor an “underwriter,” as that term is defined in Section 2(11) of the Act, it shall be commercially reasonable for Lender without registration to:
