Securities Law Matters. The Purchaser acknowledges receipt of advice from Holding that (i) the offer and sale of the Shares hereby have not been registered under the Securities Act based on an exemption provided under Rule 701 promulgated under the Securities Act or qualified under any state securities or "blue sky" laws or foreign securities laws, (ii) it is not anticipated that there will be any public market for the Shares, (iii) the Shares must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Shares unless the Shares are subsequently registered under the Securities Act and such state and foreign laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act ("Rule 144") is not presently available with respect to sales of the Shares, and Holding has made no covenant to make Rule 144 available, (v) when and if the Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in accordance with the terms and conditions of Rule 144, (vi) Holding does not plan to file reports with the Commission or make public information concerning Holding available unless required to do so by law or the terms of its financing agreements, (vii) if the exemption afforded by Rule 144 is not available, sales of the Shares may be difficult to effect because of the absence of public information concerning Holding, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares and (ix) a notation shall be made in the appropriate records of Holding indicating that the Shares are subject to restrictions on transfer set forth in this Agreement and, if Holding should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Shares.
Appears in 2 contracts
Samples: Director Stock Subscription Agreement (Raci Holding Inc), Director Stock Subscription Agreement (Remington Arms Co Inc/)
Securities Law Matters. The Purchaser Grantee acknowledges receipt of ---------------------- advice from Holding the Company that (i) the offer and sale of the Exercise Shares hereby have not been registered under the Securities Act based on an exemption provided under Rule 701 promulgated - under the Securities Act or qualified under any state securities or "blue sky" laws or foreign non-U.S. securities laws, (ii) it is not anticipated that there will be any -- public market for the Exercise Shares, (iii) the Exercise Shares must be held --- indefinitely and the Purchaser Grantee must continue to bear the economic risk of the investment in the Exercise Shares unless the Exercise Shares are subsequently registered under the Securities Act and such state and foreign laws or an exemption from registration is available, (iv) while the Company is currently obligated under -- its Financing Agreements to file periodic reports with the Commission and, accordingly, Rule 144 promulgated under the Securities Act ("Rule 144") is not may be presently available with respect to sales of securities of the SharesCompany, and Holding the Company has made no covenant to the Grantee to continue to make Rule 144 available, (v) when and if the Exercise Shares may be - disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of Rule 144such Rule, (vi) Holding the Company does not plan to file reports with the Commission or -- make public information concerning Holding the Company available unless required to do so by law or the terms of its financing agreementsFinancing Agreements, (vii) if the exemption --- afforded by Rule 144 is not available, sales of the Exercise Shares may be difficult to effect because of the absence of public information concerning Holdingthe Company, (viii) a restrictive legend in the form heretofore set forth shall be ---- placed on the certificates representing the Exercise Shares and (ix) a notation -- shall be made in the appropriate records of Holding the Company indicating that the Exercise Shares are subject to restrictions on transfer set forth in this Agreement and, if Holding the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Exercise Shares.
Appears in 2 contracts
Samples: Employment Agreement (Riverwood Holding Inc), Management Stock Option Agreement (Riverwood Holding Inc)
Securities Law Matters. The Purchaser acknowledges receipt of ---------------------- advice from Holding the Company that (i) the offer and sale of the Shares hereby have not been registered under the Securities Act based on an exemption provided under Rule 701 promulgated under the Securities - Act or qualified under any state securities or "blue sky" laws or foreign securities laws, (ii) it is not -- anticipated that there will be any public market for the Shares, (iii) the --- Shares must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Shares unless the Shares are subsequently registered under the Securities Act and such state and foreign laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act ("Rule 144") is not -- presently available with respect to sales of any securities of the Shares, Company and Holding the Company has made no covenant to make Rule 144 availableavailable and Rule 144 is not anticipated to be available in the foreseeable future, (v) when and if the - Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of Rule 144such Rule, (vi) Holding does not plan to file reports with the Commission or make public information concerning Holding available unless required to do so by law or the terms of its financing agreements, (vii) if the exemption afforded by Rule 144 is not -- available, sales public sale of the Shares may be difficult to effect because without registration will require the availability of an exemption under the absence of public information concerning HoldingAct, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares and (ixvii) a notation shall be made --- in the appropriate records of Holding the Company indicating that the Shares are subject to restrictions on transfer set forth in this Agreement and the Stockholders Agreement and, if Holding the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions instructions will be issued to such transfer agent with respect to the Shares.
Appears in 1 contract
Securities Law Matters. The Purchaser acknowledges receipt of ---------------------- advice from Holding the Company that (i) the offer and sale of the Shares hereby have not been registered under the Securities Act based on an exemption provided under Rule 701 promulgated under the Securities --- Act or qualified under any state securities or "blue sky" laws or foreign securities laws, (ii) it is not ---- anticipated that there will be any public market for the Shares, (iii) the ----- Shares must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Shares unless the Shares are subsequently registered under the Securities Act and such state and foreign laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act ("Rule 144") is not ---- presently available with respect to sales of any securities of the Shares, Company and Holding the Company has made no covenant to make Rule 144 availableavailable and Rule 144 is not anticipated to be available in the foreseeable future, (v) when and if the --- Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of Rule 144such Rule, (vi) Holding does not plan to file reports with the Commission or make public information concerning Holding available unless required to do so by law or the terms of its financing agreements, (vii) if the exemption afforded by Rule 144 is not ---- available, sales public sale of the Shares may be difficult to effect because without registration will require the availability of an exemption under the absence of public information concerning Holding, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares Act and (ixvii) a notation shall be made in ----- the appropriate records of Holding the Company indicating that the Shares are subject to restrictions on transfer set forth in this Agreement and the Stockholders Agreement and, if Holding the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions instructions will be issued to such transfer agent with respect to the Shares.
Appears in 1 contract
Securities Law Matters. The Purchaser Grantee acknowledges receipt of advice from Holding Worldwide that (i) the offer and sale of the Exercise Shares hereby have not been registered under the Securities Act based on an exemption provided under Rule 701 promulgated under the Securities Act or qualified under any state securities or "blue sky" laws or foreign non-U.S. securities laws, (ii) it is not anticipated that there will be any public market for the Exercise Shares, (iii) the Exercise Shares must be held indefinitely and the Purchaser Grantee must continue to bear the economic risk of the investment in the Exercise Shares unless the Exercise Shares are subsequently registered under the Securities Act and such state and foreign laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act ("Rule 144") is not presently available with respect to sales of the Shares, securities of Worldwide and Holding Worldwide has made no covenant to the Grantee to make Rule 144 available, (v) when and if the Exercise Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of Rule 144such Rule, (vi) Holding Worldwide does not plan to file reports with the Commission or make public information concerning Holding Worldwide available unless required to do so by law or the terms of its financing agreementsFinancing Agreements (as hereinafter defined), (vii) if the exemption afforded by Rule 144 is not available, sales of the Exercise Shares may be difficult to effect because of the absence of public information concerning HoldingWorldwide, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Exercise Shares and (ix) a notation shall be made in the appropriate records of Holding Worldwide indicating that the Exercise Shares are subject to restrictions on transfer set forth in this Agreement and, if Holding Worldwide should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Exercise Shares.
Appears in 1 contract
Samples: Management Stock Option Agreement (Relocation Management Systems Inc)
Securities Law Matters. The Each Purchaser acknowledges receipt of advice from Holding that (i) the offer and sale of the Shares hereby have not been registered under the Securities Act based on an exemption provided under Rule 701 promulgated under the Securities Act or qualified under any state securities or "blue sky" laws or foreign securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the Shares, (iii) the Shares must be held indefinitely and the such Purchaser must continue to bear the economic risk of the investment in the Shares unless the Shares are subsequently registered under the Securities Act and such state and foreign laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act ("“Rule 144"”) is not presently available with respect to the sales of the Shares, and Holding has made no covenant to make Rule 144 available, (v) when and if the Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in accordance with the terms and conditions of Rule 144such Rule, this Agreement, the Stockholders Agreement and the Registration Rights Agreement, (vi) Holding does not plan to file reports with the Commission or make public information concerning Holding available unless required to do so by law or the terms of in connection with its financing agreementsarrangements, (vii) if the exemption afforded by Rule 144 is not available, sales of the Shares may be difficult to effect because of the absence of public information concerning Holding, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares and (ix) a notation shall be made in the appropriate records of Holding indicating that the Shares are subject to restrictions on transfer set forth in this Section 2.1 of the Stockholders Agreement and Section 5 of the Registration Rights Agreement and, if Holding should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Shares.
Appears in 1 contract
Securities Law Matters. The Purchaser acknowledges receipt of ---------------------- advice from Holding the Company that (i) the offer and sale of the Shares hereby have not been registered under the Securities Act based on an exemption provided under Rule 701 promulgated under the Securities --- Act or qualified under any state securities or "blue sky" laws or foreign securities laws, (ii) it is not ---- anticipated that there will be any public market for the Shares, (iii) the ----- Shares must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Shares unless the Shares are subsequently registered under the Securities Act and such state and foreign laws or an exemption from registration is available, (iv) --- Rule 144 promulgated under the Securities Act ("Rule 144") is not presently available with respect to sales of any securities of the Shares, Company and Holding the Company has made no covenant to make Rule 144 availableavailable and Rule 144 is not anticipated to be available in the foreseeable future, (v) when and if the Shares may be - disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of Rule 144such Rule, (vi) Holding does not plan to file reports with the Commission or make public information concerning Holding available unless required to do so by law or the terms of its financing agreements, (vii) if the exemption afforded by Rule 144 is not available, sales -- public sale of the Shares may be difficult to effect because without registration will require the availability of an exemption under the absence of public information concerning Holding, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares Act and (ixvii) a notation shall be made in the ----- appropriate records of Holding the Company indicating that the Shares are subject to restrictions on transfer set forth in this Agreement and the Stockholders Agreement and, if Holding the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions instructions will be issued to such transfer agent with respect to the Shares.
Appears in 1 contract
Securities Law Matters. The Purchaser acknowledges ac knowledges receipt of ---------------------- advice from Holding the Company that (i) the offer and sale of the Shares hereby have not been registered under the Securities Act based on an exemption provided under Rule 701 promulgated under the - Securities Act or qualified under any state securities or "blue sky" laws or foreign securities laws, (ii) -- it is not anticipated that there will be any public market for the Shares, (iii) --- the Shares must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Shares unless the Shares are subsequently registered under the Securities Act and such state and foreign laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act -- ("Rule 144") is not presently available with respect to the sales of any securities of the Shares, Company and Holding the Company has made no covenant to make Rule 144 available, (v) when and if the Shares may be disposed of without registration in - reliance upon Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of Rule 144such Rule, (vi) Holding the Company does not -- plan to file reports with the Commission or make public information concerning Holding the Company available unless required to do so by law or by the terms of its financing agreementsFinancing Agreements (as hereinafter defined), (vii) if the exemption afforded --- by Rule 144 is not available, sales of the Shares may be difficult to effect because of the absence of public information concerning Holdingthe Company, (viii) a ---- restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares and (ix) a notation shall be made in the -- appropriate records of Holding the Company indicating that the Shares are subject to restrictions on transfer set forth in this Agreement and, if Holding the Company should in the future engage the services of a stock transfer agent, appropriate stop-stop- transfer restrictions will be issued to such transfer agent with respect to the Shares.
Appears in 1 contract
Securities Law Matters. The Purchaser acknowledges receipt of ---------------------- advice from Holding that (i) the offer and sale of the Shares hereby have not - been registered under the Securities Act based on an exemption provided under Rule 701 promulgated under the Securities Act or qualified under any state or foreign securities or "blue sky" laws or foreign securities laws, (ii) it is not anticipated that there will be any public market -- for the Shares, (iii) the Shares must be held indefinitely and the Purchaser --- must continue to bear the economic risk of the investment in the Shares unless there is a public market for the Shares and, to the extent required under the Securities Act, the Shares are subsequently registered for resale under the Securities Act and such state and foreign laws or an exemption from registration is available, (iv) Rule -- 144 promulgated under the Securities Act ("Rule 144") is not presently available -------- with respect to sales of the Sharesany securities of Holding, and Holding has made no covenant to make Rule 144 available, (v) when and if the Shares may be disposed - of without registration in reliance upon Rule 144, such disposition by an affiliate of Holding, within the meaning of Rule 405, can be made only in limited amounts in accordance with the terms and conditions of Rule 144, (vi) -- Holding does not plan to file reports with the Commission or make public information concerning Holding available unless required to do so by law or the terms of the financing agreements entered into by Holding and its financing agreementsSubsidiaries in connection with the Acquisition, as such may be amended from time to time (the "Financing Agreements"), (vii) if the exemption afforded by -------------------- --- Rule 144 is not available, sales of the Shares may be difficult to effect because of the absence of public information concerning Holding, (viii) a ---- restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares and (ix) a notation shall be made in the -- appropriate records of Holding indicating that the Shares are subject to restrictions on transfer set forth in this Agreement and, if Holding should in the future engage the services of a stock transfer agent, appropriate stop-stop- transfer restrictions will be issued to such transfer agent with respect to the Shares.
Appears in 1 contract
Securities Law Matters. The Purchaser Grantee acknowledges receipt of advice from Holding the Company that (i) the offer and sale of the Option Shares hereby have not been registered under the Securities Act based on an exemption provided under Rule 701 promulgated under the Securities Act or qualified under any state securities or "“blue sky" laws ’’ or foreign non-U.S. securities laws, (ii) it is not anticipated that there will be any public market for the Option Shares, (iii) the Option Shares must be held indefinitely and the Purchaser Grantee must continue to bear the economic risk of the investment in the Option Shares unless the Option Shares are subsequently registered under the Securities Act and such state and foreign laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act ("Rule 144") is not presently available with respect to sales of securities of the Shares, Company and Holding the Company has made no covenant to the Grantee to make Rule 144 available, (v) when and if the Option Shares may be maybe disposed of without registration in reliance upon Rule 144, such disposition disposition, can be made only in limited amounts in accordance with the terms and conditions of Rule 144such Rule, (vi) Holding the Company does not plan to file reports with the Commission or make public information concerning Holding available unless required to do so by law or the terms of its financing agreementsCompany available, (vii) if the exemption afforded by Rule 144 is not available, sales of the Option Shares may be difficult to effect because of the absence of public information concerning Holdingthe Company and a public market for securities of the Company, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Option Shares and (ix) a notation shall be made in the appropriate records of Holding the Company indicating that the Option Shares are subject to restrictions on transfer set forth in this Agreement and the Management Shareholders Agreement and, if Holding the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Option Shares.
Appears in 1 contract
Samples: Management Stock Option Agreement (Burger King Holdings Inc)
Securities Law Matters. The Purchaser acknowledges receipt of advice from Holding the Company that (iI) the offer and sale of the Shares hereby have not been registered under the Securities Act based on an exemption provided under Rule 701 promulgated under the Securities Act or qualified under any state securities or "blue sky" laws or foreign securities laws, (iiII) it is not anticipated that there will be any public market for the Shares, (iiiIII) the Shares must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Shares unless the such Shares are subsequently registered under the Securities Act and such state and foreign laws or an exemption from such registration is available, (ivIV) Rule 144 promulgated under the Securities Act ("Rule RULE 144") is not presently available with respect to sales of any securities of the Shares, Company and Holding the Company has made no covenant to make Rule 144 availableavailable and Rule 144 is not anticipated to be available in the foreseeable future, (vV) when and if the Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of Rule 144such Rule, (vi) Holding does not plan to file reports with the Commission or make public information concerning Holding available unless required to do so by law or the terms of its financing agreements, (viiVI) if the exemption afforded by Rule 144 is not available, sales public sale of the Shares may be difficult to effect because without registration will require the availability of an exemption under the absence of public information concerning HoldingAct, (viiiVII) a restrictive legend legends in the form heretofore set forth in the Institutional Stockholders' Agreement shall be placed on the certificates certificate representing the Shares and (ixVIII) a notation shall be made in the appropriate records of Holding the Company indicating that the Shares are subject to restrictions on transfer set forth in this Agreement and, if Holding the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions instructions will be issued to such transfer agent with respect to the Shares.
Appears in 1 contract
Samples: Institutional Stockholder Subscription Agreement (MJD Communications Inc)
Securities Law Matters. The Purchaser acknowledges receipt of advice from Holding that (i) the offer Deferred Shares and sale of the Shares hereby have not been registered under the Securities Act based on an exemption provided under Rule 701 promulgated under the Securities Act or qualified under any state or foreign securities or "blue sky" laws or foreign securities laws, (ii) it is not anticipated that there will be any public market for the Shares, (iii) the Deferred Shares and the Shares must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Deferred Shares and the Shares unless the Shares are subsequently registered under the Securities Act and such state and foreign laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act ("Rule 144") is not presently available with respect to the sales of the Shares, and Holding has made no covenant to make Rule 144 available, (v) when and if the Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in accordance with the terms and conditions of Rule 144such Rule, (vi) Holding does not plan to file reports with the Commission or make public information concerning Holding available unless required to do so by law or by the terms of its financing agreements, (vii) if the exemption afforded by Rule 144 is not available, sales of the Shares may be difficult to effect because of the absence of public information concerning Holding, (viii) a restrictive legend in the form heretofore set forth in the Agreement referred to in Section 7 shall be placed on the certificates representing the Shares and (ix) a notation shall be made in the appropriate records of Holding indicating that the Shares are subject to restrictions on transfer set forth in this the Agreement referred to in Section 7 and, if Holding should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Shares.
Appears in 1 contract
Securities Law Matters. The sale of the Shares hereunder is being effected pursuant to an exemption from registration under the Securities Act of 1933, as amended, available under Regulation D. The Purchaser acknowledges receipt of advice from Holding the Company that (i) the offer and sale of the Shares hereby have not been registered under the Securities Act based on an exemption provided under Rule 701 promulgated under the Securities Act or qualified under any state securities or "“blue sky" laws or foreign securities ” laws, (ii) it is not anticipated that there will be any public market for the Shares, except as contemplated by the Stockholders Agreement, (iii) the Shares must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Shares Shares, unless the such Shares are subsequently registered under the Securities Act and such state and foreign laws or an exemption from such registration is available, or as contemplated by the Stockholders Agreement, (iv) Rule 144 promulgated under the Securities Act ("“Rule 144"”) is not presently available with respect to sales of any securities of the Shares, Company and Holding the Company has made no covenant to make Rule 144 availableavailable and Rule 144 is not anticipated to be available in the foreseeable future, (v) when and if the Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of Rule 144such Rule, (vi) Holding does not plan to file reports with the Commission or make public information concerning Holding available unless required to do so by law or the terms of its financing agreements, (vii) if the exemption afforded by Rule 144 is not available, sales public sale of the Shares may be difficult to effect because without registration will require the availability of an exemption under the absence of public information concerning HoldingAct, (viiivii) a restrictive legend legends in the form heretofore set forth in the Stockholders Agreement shall be placed on the certificates certificate representing the Shares and (ixviii) a notation shall be made in the appropriate records of Holding the Company indicating that the Shares are subject to restrictions on transfer set forth in this Agreement and, if Holding the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions instructions will be issued to such transfer agent with respect to the Shares.
Appears in 1 contract
Samples: Stock Subscription Agreement (TreeHouse Foods, Inc.)
Securities Law Matters. The Purchaser acknowledges receipt of advice from Holding the Company that (i) the offer and sale of the Shares hereby have not been registered under the Securities Act based on an exemption provided under Rule 701 promulgated under the Securities Act or qualified under any state securities or "blue sky" laws or foreign securities laws, (ii) it is not anticipated that there will be any public market for the Shares, (iii) the Shares must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Shares unless the Shares are subsequently registered under the Securities Act and such state and foreign laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act ("Rule RULE 144") is not presently available with respect to the sales of any securities of the Shares, Company and Holding the Company has made no covenant to make Rule 144 available, (v) when and if the Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule, if the Purchaser is deemed to be an "affiliate" of the Company within the meaning of Rule 144, (vi) Holding the Company does not plan to file reports with the Commission or make public information concerning Holding the Company available unless required to do so by law or by the terms of its financing agreements, (vii) if the exemption afforded by Rule 144 is not available, sales of the Shares may be difficult to effect because of the absence of public information concerning Holdingthe Company, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares and (ix) a notation shall be made in the appropriate records of Holding the Company indicating that the Shares are subject to restrictions on transfer set forth in this Agreement and, if Holding the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Shares.
Appears in 1 contract
Samples: Stock Subscription Agreement (Navtrans International Freight Forwarding Inc)
Securities Law Matters. The Purchaser Grantee acknowledges receipt of advice from Holding the Company that (i) the offer and sale of the i)the Exercise Shares hereby have not been registered under the Securities Act based on an exemption provided under Rule 701 promulgated under the Securities Act or qualified under any state securities or "blue sky" laws or foreign securities laws, (ii) it ii)it is not anticipated that there will be any public market for the Exercise Shares, (iii) the iii)the Exercise Shares must be held indefinitely and the Purchaser Grantee must continue to bear the economic risk of the investment in the Exercise Shares unless the Exercise Shares are subsequently registered under the Securities Act and such state and foreign laws or an exemption from registration is available, (iv) Rule iv)Rule 144 promulgated under the Securities Act ("Rule 144") is not presently available with respect to the sales of any securities of the Shares, Company and Holding the Company has made no covenant to make Rule 144 available, (v) when v)when and if the Exercise Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of Rule 144such Rule, (vi) Holding vi)the Company does not plan to file reports with the Commission commission or make public information concerning Holding the Company available unless required to do so by law or by the terms of its financing agreementsFinancing Agreements (as hereinafter defined), (vii) if vii)if the exemption exception afforded by Rule 144 is not available, sales of the Exercise Shares may be difficult to effect because of the absence of public information concerning Holdingthe Company, (viii) a viii)a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Exercise Shares and (ix) a ix)a notation shall be made in the appropriate records of Holding the Company indicating that the Exercise Shares are subject to restrictions on transfer set forth in this Agreement and, if Holding the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Exercise Shares.
Appears in 1 contract
Samples: Form of Stock Option Agreement (Wesco Distribution Inc)
Securities Law Matters. The Each Purchaser acknowledges receipt of advice from Holding Holdings that (i) the offer and sale of the Shares hereby Membership Interests have not been registered under the Securities Act based on an exemption provided under Rule 701 promulgated under the Securities Act or qualified under any state securities or "blue sky" laws or foreign securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the SharesMembership Interests, (iii) the Shares Membership Interests must be held indefinitely and the such Purchaser must continue to bear the economic risk of the investment in the Shares Membership Interests unless the Shares Membership Interests are subsequently registered under the Securities Act and such state and foreign laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act ("“Rule 144"”) is not presently available with respect to the sales of the SharesMembership Interests, and Holding Holdings has made no covenant to make Rule 144 available, (v) when and if the Shares Membership Interests may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in accordance with the terms and conditions of Rule 144such Rule, this Agreement, the LLC Agreement and the Shareholders Agreement, (vi) Holding Holdings does not plan to file reports with the Commission or make public information concerning Holding Holdings available unless required to do so by law or the terms of in connection with its financing agreementsarrangements, (vii) if the exemption afforded by Rule 144 is not available, sales of the Shares Membership Interests may be difficult to effect because of the absence of public information concerning HoldingHoldings, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares Membership Interests and (ix) a notation shall be made in the appropriate records of Holding Holdings indicating that the Shares Membership Interests are subject to restrictions on transfer set forth in this the Letter Agreement and, if Holding Holdings should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the SharesMembership Interests.
Appears in 1 contract
Securities Law Matters. The Purchaser acknowledges receipt of ---------------------- advice from Holding the Company that (i) the offer and sale of the Shares hereby have not been registered under the Securities Act based on an exemption provided under Rule 701 promulgated under the Securities --- Act or qualified under any state securities or "blue sky" laws or foreign securities laws, (ii) it is not ---- anticipated that there will be any public market for the Shares, (iii) the ----- Shares must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Shares unless the Shares are subsequently registered under the Securities Act and such state and foreign laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act ("Rule 144") is not ---- presently available with respect to sales of any securities of the Shares, Company and Holding the Company has made no covenant to make Rule 144 availableavailable and Rule 144 is not anticipated to be available in the foreseeable future, (v) when and if the --- Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of Rule 144such Rule, (vi) Holding does not plan to file reports with the Commission or make public information concerning Holding available unless required to do so by law or the terms of its financing agreements, (vii) if the exemption afforded by Rule 144 is not ---- available, sales public sale of the Shares may be difficult to effect because without registration will require the availability of an exemption under the absence of public information concerning HoldingAct, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares and (ixvii) a notation shall be made ----- in the appropriate records of Holding the Company indicating that the Shares are subject to restrictions on transfer set forth in this Agreement and the Stockholders Agreement and, if Holding the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions instructions will be issued to such transfer agent with respect to the Shares.
Appears in 1 contract
Securities Law Matters. The Purchaser acknowledges receipt of advice from Holding that (i) the offer and sale of the Shares hereby have not been registered under the Securities Act based on an exemption provided under Rule 701 promulgated under the Securities Act or qualified under any state or foreign securities or "blue sky" laws or foreign securities laws, (ii) it is not anticipated that there will be any public market for the Shares, (iii) the Shares must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Shares unless the Shares are subsequently registered under the Securities Act and such state and foreign laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act ("Rule 144") is not presently available with respect to the sales of the Shares, and Holding has made no covenant to make Rule 144 available, (v) when and if the Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in accordance with the terms and conditions of Rule 144such Rule, the Plan, this Agreement, the Stockholders Agreement and the Registration Rights Agreement, (vi) Holding does not plan to file reports with the Commission or make public information concerning Holding available unless required to do so by law or the terms of in connection with its financing agreementsarrangements, (vii) if the exemption afforded by Rule 144 is not available, sales of the Shares may be difficult to effect because of the absence of public information concerning Holding, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares and (ix) a notation shall be made in the appropriate records of Holding indicating that the Shares are subject to restrictions on transfer set forth in this Section 2.1 of the Stockholders Agreement and, if Holding should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Shares.
Appears in 1 contract
Samples: Restricted Stock Subscription Agreement (Worldspan BBN Holdings LLC)
Securities Law Matters. The sale of the Shares hereunder is being effected pursuant to an exemption from registration under the Securities Act of 1933, as amended, available under Regulation D. The Purchaser acknowledges receipt of advice from Holding the Company that (i) the offer and sale of the Shares hereby have not been registered under the Securities Act based on an exemption provided under Rule 701 promulgated under the Securities Act or qualified under any state securities or "blue sky" laws or foreign securities laws, (ii) it is not anticipated that there will be any public market for the Shares, except as contemplated by the Stockholders Agreement, (iii) the Shares must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Shares Shares, unless the such Shares are subsequently registered under the Securities Act and such state and foreign laws or an exemption from such registration is available, or as contemplated by the Stockholders Agreement, (iv) Rule 144 promulgated under the Securities Act ("Rule RULE 144") is not presently available with respect to sales of any securities of the Shares, Company and Holding the Company has made no covenant to make Rule 144 availableavailable and Rule 144 is not anticipated to be available in the foreseeable future, (v) when and if the Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of Rule 144such Rule, (vi) Holding does not plan to file reports with the Commission or make public information concerning Holding available unless required to do so by law or the terms of its financing agreements, (vii) if the exemption afforded by Rule 144 is not available, sales public sale of the Shares may be difficult to effect because without registration will require the availability of an exemption under the absence of public information concerning HoldingAct, (viiivii) a restrictive legend legends in the form heretofore set forth in the Stockholders Agreement shall be placed on the certificates certificate representing the Shares and (ixviii) a notation shall be made in the appropriate records of Holding the Company indicating that the Shares are subject to restrictions on transfer set forth in this Agreement and, if Holding the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions instructions will be issued to such transfer agent with respect to the Shares.
Appears in 1 contract
Securities Law Matters. The Purchaser Grantee acknowledges receipt of advice from Holding the Company that (i) the offer and sale of the Shares hereby have not been registered under the Securities Act based on an exemption provided under Rule 701 promulgated under the Securities Act or qualified under any state securities or "blue sky" laws or foreign securities laws, (ii) it is not anticipated that there will be any public market for the SharesUnits, (iiiii) the Shares Units must be held indefinitely and the Purchaser Grantee must continue to bear the economic risk of the investment in the Shares Units unless the Shares Units are subsequently registered under the Securities Act and such state and or foreign laws or an exemption from registration is available, (iviii) Rule 144 promulgated under the Securities Act ("Rule 144") is not presently available with respect to sales of the Shares, securities of Parent LLC and Holding Parent LLC has made no covenant to make Rule 144 available, (viv) when and if the Shares Units may be disposed of without registration in reliance upon Rule 144, such disposition can generally be made only in limited amounts in accordance with the terms and conditions of Rule 144such Rule, (viv) Holding except to the extent required by applicable law, Parent LLC does not plan to file reports with the Commission or make public information concerning Holding available unless required to do so by law Parent LLC or the terms any of its financing agreementsdirect or indirect subsidiaries publicly available, (viivi) if the exemption afforded by Rule 144 is not available, sales of the Shares Units may be difficult to effect because of the absence of public information concerning HoldingParent LLC, (viiivii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares Units and (ixviii) a notation shall be made in the appropriate records of Holding Parent LLC indicating that the Shares Units are subject to restrictions on transfer set forth in this Agreement and, if Holding Parent LLC should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the SharesUnits.
Appears in 1 contract
Securities Law Matters. The Purchaser acknowledges receipt of advice from Holding the Company that (i) the offer and sale of the Shares hereby have not been registered under the Securities Act based on an exemption provided under Rule 701 promulgated under the Securities Act or qualified under any state securities or "blue sky" laws or foreign securities laws, (ii) it is not anticipated that there will be any public market for the Shares, (iii) the Shares must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Shares unless the Shares are subsequently registered under the Securities Act and such state and foreign laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act ("Rule 144") is not presently available with respect to the sales of any securities of the Shares, Company and Holding the Company has made no covenant to make Rule 144 available, (v) when and if the Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule, if the Purchaser is deemed to be an "affiliate" of the Company within the meaning of Rule 144, (vi) Holding the Company does not plan to file reports with the Commission or make public information concerning Holding the Company available unless required to do so by law or by the terms of its financing agreements, (vii) if the exemption afforded by Rule 144 is not available, sales of the Shares may be difficult to effect because of the absence of public information concerning Holdingthe Company, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares and (ix) a notation shall be made in the appropriate records of Holding the Company indicating that the Shares are subject to restrictions on transfer set forth in this Agreement and, if Holding the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Shares.
Appears in 1 contract
Samples: Stock Subscription Agreement (Jafra Worldwide Holdings Lux Sarl)
Securities Law Matters. The Purchaser acknowledges receipt of advice from Holding that (i) the offer and sale of the Shares hereby have not been registered under the Securities Act based on an exemption provided under Rule 701 promulgated under the Securities Act or qualified under any state securities or "blue sky" laws or foreign securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the Shares, (iii) the Shares must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Shares unless the Shares are subsequently registered under the Securities Act and such state and foreign laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act ("“Rule 144"”) is not presently available with respect to the sales of the Shares, and Holding has made no covenant to make Rule 144 available, (v) when and if the Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in accordance with the terms and conditions of Rule 144such Rule, this Agreement, the Stockholders Agreement and the Registration Rights Agreement, (vi) Holding does not plan to file reports with the Commission or make public information concerning Holding available unless required to do so by law or the terms of in connection with its financing agreementsarrangements, (vii) if the exemption afforded by Rule 144 is not available, sales of the Shares may be difficult to effect because of the absence of public information concerning Holding, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares and (ix) a notation shall be made in the appropriate records of Holding indicating that the Shares are subject to restrictions on transfer set forth in this Section 2.1 of the Stockholders Agreement and Section 5 of the Registration Rights Agreement and, if Holding should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Shares.
Appears in 1 contract
Securities Law Matters. The Purchaser Grantee acknowledges receipt of advice from Holding International that (i) the offer and sale of the Exercise Shares hereby have not been registered under the Securities Act based on an exemption provided under Rule 701 promulgated under the Securities Act or qualified under any state securities or "blue sky" laws or foreign securities laws, (ii) it is not anticipated that there will be any public market for the Exercise Shares, (iii) the Exercise Shares must be held indefinitely and the Purchaser Grantee must continue to bear the economic risk of the investment in the Exercise Shares unless the Exercise Shares are subsequently registered under the Securities Act and such state and foreign laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act ("Rule 144") is not presently available with respect to the sales of the Shares, any securities of International and Holding International has made no covenant to make Rule 144 available, (v) when and if the Exercise Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of Rule 144such Rule, (vi) Holding International does not plan to file reports with the Commission or make public information concerning Holding International available unless required to do so by law or by the terms of its financing agreementsany Financing Agreements (as hereinafter defined), (vii) if the exemption exception afforded by Rule 144 is not available, sales of the Exercise Shares may be difficult to effect because of the absence of public information concerning HoldingInternational, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Exercise Shares and (ix) a notation shall be made in the appropriate records of Holding International indicating that the Exercise Shares are subject to restrictions on transfer set forth in this Agreement and, if Holding International should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Exercise Shares.
Appears in 1 contract
Samples: Management Stock Option Agreement (Wesco International Inc)
Securities Law Matters. The Purchaser Grantee acknowledges receipt of advice from Holding the Company that (i) the offer and sale of the Exercise Shares hereby have not been registered under the Securities Act based on an exemption provided under Rule 701 promulgated under the Securities Act or qualified under any state securities or "“blue sky" laws or foreign securities ” laws, (ii) it is not anticipated that there will be any public market for the Exercise Shares, (iii) the Exercise Shares must be held indefinitely and the Purchaser Grantee must continue to bear the economic risk of the investment in the Exercise Shares unless the Exercise Shares are subsequently registered under the Securities Act and such state and foreign laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act ("“Rule 144"”) is not presently available with respect to the sales of any securities of the SharesCompany, and Holding the Company has made no covenant to make Rule 144 available, (v) when and if the Exercise Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of Rule 144such Rule, (vi) Holding the Company does not plan to file reports with the Commission or make public information concerning Holding the Company available unless required to do so by law or the terms of pursuant to its financing agreementsdocuments, (vii) if the exemption afforded by Rule 144 is not available, sales of the Exercise Shares may be difficult to effect because of the absence of public information concerning Holdingthe Company, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares Exercise Shares, (ix) pursuant to the Subscription Agreement and the Stockholders Agreement, the Common Stock will be subject to restrictions on transfer and to rights of third parties with respect thereto, and (ixx) a notation shall be made in the appropriate records of Holding the Company indicating that the Exercise Shares are subject to restrictions on transfer set forth in this the Subscription Agreement and the Stockholders Agreement, and, if Holding the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Exercise Shares.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Leiner Health Products Inc)
Securities Law Matters. The Purchaser acknowledges receipt Valhalla Principals are acquiring the GLBN Shares for their own respective accounts, for investment and not with a view to the distribution thereof within the meaning of advice from Holding the Securities Act of 1933, as amended (the "Securities Act"). Each of the Valhalla Principals understands that the resale of the GLBN Shares (i) the offer and sale of the Shares hereby have not been registered under the Securities Act, by reason of their issuance by GLBN in a transaction exempt from the registration requirements of the Securities Act based on an and (ii) must be held by the Valhalla Principals indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registration. The Valhalla Principals each further understands that, with respect to the GLBN Shares, the exemption provided under from registration afforded by Rule 701 144 (the provisions of which are known to each Valhalla Principal) promulgated under the Securities Act or qualified under any state securities or "blue sky" laws or foreign securities lawsdepends on the satisfaction of various conditions, (ii) it is not anticipated that there will be any public market and that, if applicable, Rule 144 may only afford the basis for the Shares, (iii) the Shares must be held indefinitely and the Purchaser must continue to bear the economic risk sales of the investment GLBN Shares only in limited amounts. Each Valhalla Principal agrees that GLBN may place a legend on the certificates delivered hereunder stating that the GLBN Shares have not been registered under the Securities Act, and, therefore cannot be offered, sold or transferred unless the Shares they are subsequently registered under the Securities Act and such state and foreign laws or an exemption from such registration is available, (iv) Rule 144 promulgated under the Securities Act ("Rule 144") is not presently available with respect to sales of the Shares, and Holding has made no covenant to make Rule 144 available, (v) when and if the Shares that GLBN may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in accordance with the terms and conditions of Rule 144, (vi) Holding does not plan to file reports with the Commission or make public information concerning Holding available unless required to do so by law or the terms of its financing agreements, (vii) if the exemption afforded by Rule 144 is not available, sales of the Shares may be difficult to effect because of the absence of public information concerning Holding, (viii) a restrictive legend in the form heretofore set forth shall be placed place stop transfer orders on the certificates representing the Shares and (ix) a notation shall be made in the appropriate records transfer books of Holding indicating that the Shares are subject to restrictions on transfer set forth in this Agreement and, if Holding should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent GLBN with respect to the GLBN Shares.
Appears in 1 contract
Samples: Stock Purchase and Exchange Agreement (Globalnet Financial Com Inc)
Securities Law Matters. The Purchaser Grantee acknowledges receipt of advice from Holding the Company that (i) the offer and sale of the Settlement Shares hereby have not been registered under the Securities Act based on an exemption provided under Rule 701 promulgated under the Securities Act or qualified under any state securities or "“blue sky" laws ” or foreign non-U.S. securities laws, (ii) it is not anticipated that there will be any public market for the Settlement Shares, (iii) the Settlement Shares must be held indefinitely and the Purchaser Grantee must continue to bear the economic risk of the investment in the Settlement Shares unless the Settlement Shares are subsequently registered under the Securities Act and such state and foreign laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act ("Rule 144") is not presently available with respect to sales of securities of the Shares, Company and Holding the Company has made no covenant to the Grantee to make Rule 144 available, (v) when and if the Settlement Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of Rule 144such Rule, (vi) Holding the Company does not plan to file reports with the Commission or make public information concerning Holding available unless required to do so by law or the terms of its financing agreementsCompany available, (vii) if the exemption afforded by Rule 144 is not available, sales of the Settlement Shares may be difficult to effect because of the absence of public information concerning Holdingthe Company and a public market for securities of the Company, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Settlement Shares and (ix) a notation shall be made in the appropriate records of Holding the Company indicating that the Settlement Shares are subject to restrictions on transfer set forth in this Agreement and the Management Shareholders Agreement and, if Holding the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Settlement Shares.
Appears in 1 contract
Samples: Special Management Restricted Unit Agreement (Burger King Holdings Inc)
Securities Law Matters. The Purchaser Participant acknowledges receipt of advice from Holding the Company that (i) the offer and sale of the Shares hereby have Restricted Stock has not been registered under (or the Securities Act based on an exemption provided under Rule 701 promulgated equivalent) under the Securities Act or qualified under any state or non-U.S. securities or "“blue sky" laws or foreign securities ” laws, (ii) it is not anticipated that there will be any public market for the SharesRestricted Stock, (iii) the Shares Restricted Stock must be held indefinitely and the Purchaser Participant must continue to bear the economic risk of the investment in the Shares Restricted Stock unless the Shares are Restricted Stock is subsequently registered under the Securities Act and such state and foreign or non-U.S. laws or an exemption from registration (or the equivalent) is available, (iv) Rule 144 promulgated under the Securities Act ("“Rule 144"”) is not presently available with respect to sales of securities of the Shares, Company and Holding the Company has made no covenant to make Rule 144 available, (v) when and if the Shares Restricted Stock may be disposed of without registration in reliance upon Rule 144144 (or other applicable non-U.S. law), such disposition can generally be made only in limited amounts in accordance with the terms and conditions of Rule 144such rule, (vi) Holding the Company does not plan to file reports with the Commission or other applicable securities regulatory authority or make public information concerning Holding the Company publicly available unless required to do so by law or the terms of its financing agreementsagreement, (vii) if the exemption afforded by Rule 144 is not available, sales of the Shares Restricted Stock may be difficult to effect because of the absence of public information concerning Holdingthe Company, (viii) a restrictive legend legends in the form heretofore set forth shall be placed on the certificates representing the Shares Restricted Stock and (ix) a notation shall be made in the appropriate records of Holding the Company indicating that the Shares are Restricted Stock is subject to restrictions on transfer set forth in this Agreement (including, but not limited to, the Stockholders Agreement as incorporated by reference herein) and, if Holding the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the SharesRestricted Stock.
Appears in 1 contract
Samples: Restricted Stock Agreement (PQ Group Holdings Inc.)
Securities Law Matters. The Purchaser Grantee acknowledges receipt of ---------------------- advice from Holding the Company that (i) the offer and sale of the Exercise Shares hereby have not been registered under the Securities Act based on an exemption provided under Rule 701 promulgated - under the Securities Act or qualified under any state securities or "blue sky" laws or foreign securities laws, (ii) it is not anticipated that there will be any public market for the -- Exercise Shares, (iii) the Exercise Shares must be held indefinitely and the Purchaser --- Grantee must continue to bear the economic risk of the investment in the Exercise Shares unless the Exercise Shares are subsequently registered under the Securities Act and such state and foreign laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act ("Rule 144") is not presently -- available with respect to the sales of any securities of the Shares, Company and Holding the Company has made no covenant to make Rule 144 available, (v) when and if the - Exercise Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of Rule 144such Rule, (vi) Holding the Company does not plan to file -- reports with the Commission or make public information concerning Holding the Company available unless required to do so by law or by the terms of its financing agreementsFinancing Agreements (as hereinafter defined), (vii) if the exemption exception afforded by Rule 144 --- is not available, sales of the Exercise Shares may be difficult to effect because of the absence of public information concerning Holdingthe Company, (viii) a ---- restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Exercise Shares and (ix) a notation shall be -- made in the appropriate records of Holding the Company indicating that the Exercise Shares are subject to restrictions on transfer set forth in this Agreement and, if Holding the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Exercise Shares.
Appears in 1 contract
Securities Law Matters. The Purchaser acknowledges receipt of advice from Holding Worldwide that (i) the offer and sale of the Shares hereby have not been registered under the Securities Act based on an exemption provided under Rule 701 promulgated under the Securities Act or qualified under any state or foreign securities or "blue sky" laws or foreign securities laws, (ii) it is not anticipated that there will be any public market for the Shares, (iii) the Shares must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Shares unless the Shares are subsequently registered under the Securities Act and such state and or foreign laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act ("Rule 144") is not presently available with respect to sales of the Shares, securities of Worldwide and Holding Worldwide has made no covenant to make Rule 144 available, (v) when and if the Shares may be disposed of without registration in reliance upon Rule 144, such disposition can generally be made only in limited amounts in accordance with the terms and conditions of Rule 144such Rule, (vi) Holding Worldwide does not plan to file reports with the Commission or make public information concerning Holding available Worldwide publicly available, unless required to do so by law or the terms of its financing agreementsFinancing Agreements (as hereinafter defined), (vii) if the exemption afforded by Rule 144 is not available, sales of the Shares may be difficult to effect because of the absence of public information concerning HoldingWorldwide, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares and (ix) a notation shall be made in the appropriate records of Holding Worldwide indicating that the Shares are subject to restrictions on transfer set forth in this Agreement and, if Holding Worldwide should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Shares.
Appears in 1 contract
Samples: Management Stock Subscription Agreement (Relocation Management Systems Inc)
Securities Law Matters. The Purchaser Key Employee acknowledges receipt of ---------------------- advice from Holding that (i) the offer Deferred Shares and sale of the Shares hereby have not been - registered under the Securities Act based on an exemption provided under Rule 701 promulgated under the Securities Act or qualified under any state or foreign securities or "blue sky" laws or foreign securities laws, (ii) it is not anticipated that there will be any -- public market for the Shares, (iii) the Deferred Shares and the Shares must be --- held indefinitely and the Purchaser Key Employee must continue to bear the economic risk of the investment in the Deferred Shares and the Shares unless the Shares are subsequently registered under the Securities Act and such state and foreign laws or an exemption from registration is available, (iv) Rule 144 promulgated under the -- Securities Act ("Rule 144") is not presently available with respect to the sales of the Shares, and Holding has made no covenant to make Rule 144 available, (v) when and if the - Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in accordance with the terms and conditions of Rule 144such Rule, (vi) Holding does not plan to file reports with the Commission or make -- public information concerning Holding available unless required to do so by law or by the terms of its financing agreements, (vii) if the exemption afforded by --- Rule 144 is not available, sales of the Shares may be difficult to effect because of the absence of public information concerning Holding, (viii) a ---- restrictive legend in the form heretofore set forth in the Agreement referred to in Section 7 shall be placed on the certificates representing the Shares and (ix) a -- notation shall be made in the appropriate records of Holding indicating that the Shares are subject to restrictions on transfer set forth in this the Agreement referred to in Section 7 and, if Holding should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Shares.
Appears in 1 contract
Securities Law Matters. The Purchaser acknowledges receipt of advice from Holding the Company that (i) the offer and sale of the Shares hereby have not been registered under the Securities Act based on an exemption provided under Rule 701 promulgated under the Securities Act or qualified under any state securities or "blue sky" laws or foreign securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the Shares, (iii) the Shares must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Shares unless there is a public market for the Shares and, to the extent required under the Securities Act, the Shares are subsequently registered for resale under the Securities Act and such state and foreign laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act ("“Rule 144"”) is not presently available with respect to sales of any securities of the SharesCompany, and Holding the Company has made no covenant to make Rule 144 available, (v) when and if the Shares may be disposed of without registration in reliance upon Rule 144, such disposition by an affiliate of the Company, within the meaning of Rule 405, can be made only in limited amounts in accordance with the terms and conditions of Rule 144, (vi) Holding the Company does not plan to file reports with the Commission or make public information concerning Holding the Company available unless required to do so by law or the terms of its financing agreementslaw, (vii) if the exemption afforded by Rule 144 is not generally available, sales of the Shares may be difficult to effect because of the absence of public information concerning Holdingthe Company, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares and (ix) a notation shall be made in the appropriate records of Holding the Company indicating that the Shares are subject to restrictions on transfer set forth in this Agreement and, if Holding the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Shares.
Appears in 1 contract
Samples: Stock Subscription Agreement (Equinox Holdings Inc)
Securities Law Matters. The Purchaser Grantee acknowledges receipt of advice ---------------------- from Holding that (i) the offer and sale of the Exercise Shares hereby have not been registered under the - Securities Act based on an exemption provided under Rule 701 promulgated under the Securities Act or qualified under any state or foreign securities or "blue sky" laws or foreign securities laws, (ii) it is not anticipated that there will be any public market for -- the Exercise Shares, (iii) the Exercise Shares must be held indefinitely and the Purchaser --- Grantee must continue to bear the economic risk of the investment in the Exercise Shares unless the Exercise Shares are subsequently registered under the Securities Act and such state and foreign laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act ("Rule 144") is -- not presently available with respect to the sales of the Shares, Exercise Shares and Holding has made no covenant to make Rule 144 available, (v) when and if the - Exercise Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in accordance with the terms and conditions of Rule 144such Rule, (vi) Holding does not plan to file reports with the -- Commission or make public information concerning Holding available unless required to do so by law or by the terms of its financing agreementsFinancing Agreements (as hereinafter defined), (vii) if the exemption afforded by Rule 144 is not --- available, sales of the Exercise Shares may be difficult to effect because of the absence of public information concerning Holding, (viii) a restrictive ---- legend in the form heretofore set forth shall be placed on the certificates representing the Exercise Shares and (ix) a notation shall be made in the -- appropriate records of Holding indicating that the Exercise Shares are subject to restrictions on transfer set forth in this Agreement and, if Holding should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Exercise Shares.
Appears in 1 contract
Samples: Management Stock Option Agreement (Raci Holding Inc)
Securities Law Matters. The Purchaser Grantee acknowledges receipt of ---------------------- advice from Holding the Company that (i) the offer and sale of the Exercise Shares hereby have not been registered under the Securities Act based on an exemption provided under Rule 701 promulgated - under the Securities Act or qualified under any state securities or "blue sky" laws or foreign non-U.S. securities laws, (ii) it is not anticipated that there will be any -- public market for the Exercise Shares, (iii) the Exercise Shares must be held --- indefinitely and the Purchaser Grantee must continue to bear the economic risk of the investment in the Exercise Shares unless the Exercise Shares are subsequently registered under the Securities Act and such state and foreign laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act ("Rule 144") is not presently available with respect -- to sales of securities of the Shares, Company and Holding the Company has made no covenant to the Grantee to make Rule 144 available, (v) when and if the Exercise Shares may - be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of Rule 144such Rule, (vi) Holding -- does not plan to file reports with the Commission or make public information concerning Holding available unless required to do so by law or the terms of its financing agreementsFinancing Agreements, (vii) if the exemption afforded by Rule 144 is not --- available, sales of the Exercise Shares may be difficult to effect because of the absence of public information concerning Holding, (viii) a restrictive ---- legend in the form heretofore set forth shall be placed on the certificates representing the Exercise Shares and (ix) a notation shall be made in the -- appropriate records of Holding indicating that the Exercise Shares are subject to restrictions on transfer set forth in this Agreement and, if Holding should in the future engage the services of a stock transfer agent, appropriate stop-stop- transfer restrictions will be issued to such transfer agent with respect to the Exercise Shares.
Appears in 1 contract
Samples: Management Stock Option Agreement (Qualifax Sa De Cv)
Securities Law Matters. The Purchaser Grantee acknowledges receipt of advice from Holding that (i) the offer and sale of the Exercise Shares hereby have not been registered under the Securities Act based on an exemption provided under Rule 701 promulgated under the Securities Act or qualified under any state or foreign securities or "blue sky" laws or foreign securities laws, (ii) it is not anticipated that there will be any public market for the Exercise Shares, (iii) the Exercise Shares must be held indefinitely and the Purchaser Grantee must continue to bear the economic risk of the investment in the Exercise Shares unless the Exercise Shares are subsequently registered under the Securities Act and such state and foreign laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act ("Rule 144") is not presently available with respect to the sales of the Shares, Exercise Shares and Holding has made no covenant to make Rule 144 available, (v) when and if the Exercise Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in accordance with the terms and conditions of Rule 144such Rule, (vi) Holding does not plan to file reports with the Commission or make public information concerning Holding available unless required to do so by law or by the terms of its financing agreementsFinancing Agreements (as hereinafter defined), (vii) if the exemption afforded by Rule 144 is not available, sales of the Exercise Shares may be difficult to effect because of the absence of public information concerning Holding, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Exercise Shares and (ix) a notation shall be made in the appropriate records of Holding indicating that the Exercise Shares are subject to restrictions on transfer set forth in this Agreement and, if Holding should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Shares.in
Appears in 1 contract
Samples: Management Stock Option Agreement (Raci Holding Inc)
Securities Law Matters. The Purchaser Grantee acknowledges receipt of advice from Holding the Company that (i) the offer and sale of the Settlement Shares hereby have not been registered under the Securities Act based on an exemption provided under Rule 701 promulgated under the Securities Act or qualified under any state securities or "“blue sky" laws ” or foreign non-U.S. securities laws, (ii) it is not anticipated that there will be any public market for the Settlement Shares, (iii) the Settlement Shares must be held indefinitely and the Purchaser Grantee must continue to bear the economic risk of the investment in the Settlement Shares unless the Settlement Shares are subsequently registered under the Securities Act and such state and foreign laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act ("Rule 144") is not presently available with respect to sales of securities of the Shares, Company and Holding the Company has made no covenant to the Grantee to make Rule 144 available, (v) when and if the Settlement Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of Rule 144such Rule, (vi) Holding the Company does not plan to file reports with the Commission or make public information concerning Holding available unless required to do so by law or the terms of its financing agreementsCompany available, (vii) if the exemption afforded by Rule 144 is not available, sales of the Settlement Shares may be difficult to effect because of the absence of public information concerning Holdingthe Company and a public market for securities of the Company, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Settlement Shares and (ix) a notation shall be made in the appropriate records of Holding the Company indicating that the Settlement Shares are subject to restrictions on transfer set forth in this Agreement and the Management Shareholders Agreement and, if Holding the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Settlement Shares.. Section 6.3
Appears in 1 contract
Securities Law Matters. The Each Purchaser acknowledges receipt of advice from Holding Holdings that (i) the offer Shares and sale of the Shares hereby Note have not been registered under the Securities Act based on an exemption provided under Rule 701 promulgated under the Securities Act or qualified under any state securities or "blue sky" laws or foreign securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the SharesShares or Notes, (iii) the Shares and Notes must be held indefinitely and the such Purchaser must continue to bear the economic risk of the investment in the Shares and Notes unless the Shares or Notes are subsequently registered under the Securities Act and such state and foreign laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act ("“Rule 144"”) is not presently available with respect to the sales of the SharesShares or Notes, and Holding Holdings has made no covenant to make Rule 144 available, (v) when and if the Shares or Notes may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in accordance with the terms and conditions of Rule 144such Rule, this Agreement and the Shareholders Agreement (if applicable), (vi) Holding Holdings does not plan to file reports with the Commission or make public information concerning Holding Holdings available unless required to do so by law or the terms of in connection with its financing agreementsarrangements, (vii) if the exemption afforded by Rule 144 is not available, sales of the Shares or Notes may be difficult to effect because of the absence of public information concerning HoldingHoldings, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares and Notes and (ix) a notation shall be made in the appropriate records of Holding Holdings indicating that the Shares are subject to restrictions on transfer set forth in this the Shareholders Agreement and, if Holding Holdings should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Shares.
Appears in 1 contract
Samples: Subscription and Purchase Agreement (Ntelos Holdings Corp)
Securities Law Matters. The Purchaser Employee acknowledges receipt of advice from Holding that (i) the offer and sale of the Shares hereby have not been registered under the Securities Act based on an exemption provided under Rule 701 promulgated under the Securities Act or qualified under any state securities or "blue sky" laws or foreign securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the Shares, (iii) the Shares must be held indefinitely and the Purchaser Employee must continue to bear the economic risk of the investment in the Shares unless the Shares are subsequently registered under the Securities Act and such state and foreign laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act ("“Rule 144"”) is not presently available with respect to the sales of the Shares, and Holding has made no covenant to make Rule 144 available, (v) when and if the Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in accordance with the terms and conditions of Rule 144such Rule, this Agreement, the Stockholders Agreement and the Registration Rights Agreement, (vi) Holding does not plan to file reports with the Commission or make public information concerning Holding available unless required to do so by law or the terms of in connection with its financing agreementsarrangements, (vii) if the exemption afforded by Rule 144 is not available, sales of the Shares may be difficult to effect because of the absence of public information concerning Holding, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares and (ix) a notation shall be made in the appropriate records of Holding indicating that the Shares are subject to restrictions on transfer set forth in this Section 2.1 of the Stockholders Agreement and, if Holding should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Shares.
Appears in 1 contract
Samples: Management Stock Subscription Agreement (Ws Financing Corp)
Securities Law Matters. The Purchaser acknowledges receipt of ---------------------- advice from Holding that (i) the offer and sale of the Shares hereby have not - been registered under the Securities Act based on an exemption provided under Rule 701 promulgated under the Securities Act or qualified under any state or foreign securities or "blue sky" laws or foreign securities laws, (ii) it is not anticipated that there will be any public market -- for the Shares, (iii) the Shares must be held indefinitely and the Purchaser --- must continue to bear the economic risk of the investment in the Shares unless there is a public market for the Shares and, to the extent required under the Securities Act, the Shares are subsequently registered for resale under the Securities Act and such state and foreign laws or an exemption from registration is available, (iv) Rule -- 144 promulgated under the Securities Act ("Rule 144") is not presently available -------- with respect to sales of the Sharesany securities of Holding, and Holding has made no covenant to make Rule 144 available, (v) when and if the Shares may be disposed - of without registration in reliance upon Rule 144, such disposition by an affiliate of Holding, within the meaning of Rule 405, can be made only in limited amounts in accordance with the terms and conditions of Rule 144, (vi) -- Holding does not plan to file reports with the Commission or make public information concerning Holding available unless required to do so by law or the terms of its financing agreementsFinancing Agreements (as defined below), (vii) if the exemption --- afforded by Rule 144 is not available, sales of the Shares may be difficult to effect because of the absence of public information concerning Holding, (viii) a ---- restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares and (ix) a notation shall be made in the -- appropriate records of Holding indicating that the Shares are subject to restrictions on transfer set forth in this Agreement and, if Holding should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Shares.
Appears in 1 contract
Samples: Management Stock Subscription Agreement (Qualifax Sa De Cv)
Securities Law Matters. The Purchaser acknowledges receipt of advice ---------------------- from Holding that (i) the offer and sale of the Shares hereby have not been registered under the Securities - Act based on an exemption provided under Rule 701 promulgated under the Securities Act or qualified under any state or foreign securities or "blue sky" laws or foreign securities laws, (ii) it is not anticipated that there will be any public market for the -- Shares, (iii) the Shares must be held indefinitely and the Purchaser must --- continue to bear the economic risk of the investment in the Shares unless the Shares are subsequently registered under the Securities Act and such state and foreign laws or an exemption from registration is available, (iv) Rule 144 promulgated under -- the Securities Act ("Rule 144") is not presently available with respect to the sales of the Shares, and Holding has made no covenant to make Rule 144 available, (v) when and if the Shares - may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in accordance with the terms and conditions of Rule 144such Rule, (vi) Holding does not plan to file reports with the Commission or make -- public information concerning Holding available unless required to do so by law or by the terms of its financing agreementsFinancing Agreements (as hereinafter defined), (vii) if --- the exemption afforded by Rule 144 is not available, sales of the Shares may be difficult to effect because of the absence of public information concerning Holding, (viii) a restrictive legend in the form heretofore set forth shall be ---- placed on the certificates representing the Shares and (ix) a notation shall be -- made in the appropriate records of Holding indicating that the Shares are subject to restrictions on transfer set forth in this Agreement and, if Holding should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Shares.
Appears in 1 contract
Samples: Management Stock Subscription Agreement (Raci Holding Inc)
