Exempt from Registration; Restricted Securities. Such Purchaser understands that its Purchased Shares will not be registered under the Securities Act or registered or listed publicly pursuant to any other applicable securities Laws, on the ground that the sale provided for in this Agreement is exempt from registration under the Securities Act or the registration or listing requirements of any other applicable securities Laws. Such Purchaser understands that its Purchased Shares are restricted securities within the meaning of Rule 144 under the Securities Act and that its Purchased Shares are not registered or listed publicly and must be held indefinitely unless they are subsequently registered or listed publicly or an exemption from such registration or listing is available.
Exempt from Registration; Restricted Securities. Such Investor understands that the Subscribed Shares and the Conversion Shares will not be registered under the Act or registered or listed publicly pursuant to any other applicable securities laws and regulations, on the ground that the sale provided for in this Agreement is exempt from registration under the Act or the registration or listing requirements of any other applicable securities laws and regulations, and that the reliance of the Company on such exemption is predicated in part on such Investor’s representations set forth in this Agreement. Such Investor understands that the Subscribed Shares and the Conversion Shares are restricted securities within the meaning of Rule 144 under the Act; that the Subscribed Shares and the Conversion Shares are not registered or listed publicly and must be held indefinitely unless they are subsequently registered or listed publicly or an exemption from such registration or listing is available.
Exempt from Registration; Restricted Securities. Each Purchaser understands that the sale of the Notes will not be registered under the Act on the grounds that the sale provided for in this Agreement is exempt from registration under of the Act, and that the reliance of Holdings on such exemption is predicated in part on each Purchaser’s representations set forth in this Agreement. Each Purchaser understands that the Notes and the securities issuable upon exercise or conversion thereof are restricted securities within the meaning of Rule 144 under the Act, and must be held indefinitely unless they are subsequently registered or an exemption from such registration is available.
Exempt from Registration; Restricted Securities. It understands that the Preferred Shares, the Series B-1 Warrants and the Converted Shares will not, when issued, be registered under the Securities Act or registered or listed publicly pursuant to any other applicable securities laws and regulations, on the ground that the sale provided for in this Agreement is exempt from registration under the Securities Act or the registration or listing requirements of any other applicable securities laws and regulations, and that the reliance of the Company on such exemption is predicated in part on its representations set forth in this Agreement. It understands that the Preferred Shares, the Series B-1 Warrants and the Converted Shares are restricted securities within the meaning of Rule 144 under the Securities Act and that the Preferred Shares, the Series B-1 Warrants and the Converted Shares are not registered or listed publicly and must be held indefinitely unless they are subsequently registered or listed publicly or an exemption from such registration or listing is available.
Exempt from Registration; Restricted Securities. Investor understands that the Shares, and Exchange Shares and any Conversion Shares will not be registered under the Act, by reason of a specific exemption from the registration provisions of the Act which depends upon, among other things, the accuracy of Investor’s representations set forth in this Agreement. Investor understands that the Shares being purchased hereunder are restricted securities within the meaning of Rule 144 under the Act; and that the Shares are not registered and must be held indefinitely unless they are subsequently registered or an exemption from such registration is available.
Exempt from Registration; Restricted Securities. Cryogen understands that the Shares and any other of the Company’s securities acquired by Cryogen pursuant to this Agreement shall not be registered under the Act, on the ground that the sale provided for in this Agreement is exempt from registration under of the Act, and that the reliance of the Company on such exemption is predicated in part on Cryogen’s representations set forth in this Agreement. In addition, Cryogen shall effect the Distribution in compliance with all applicable federal and state securities laws, rules and regulations. Cryogen understands that the Shares and any other of the Company’s securities acquired by Cryogen pursuant to this Agreement are restricted securities within the meaning of Rule 144 under the Act. Cryogen further understands that the Shares and any other of the Company’s securities acquired by Cryogen pursuant to this Agreement are not registered and must be held indefinitely unless they are subsequently registered or an exemption from such registration is available.
Exempt from Registration; Restricted Securities. Each of such CaymanCo Shareholder and its CaymanCo Shareholder Affiliate understands that its Subscription Shares will not be registered under the Securities Act or registered or listed publicly pursuant to any other applicable securities Laws, on the ground that the sale provided for in this Agreement is exempt from registration under the Securities Act or the registration or listing requirements of any other applicable securities Laws. Each of such CaymanCo Shareholder and its CaymanCo Shareholder Affiliate understands that its Subscription Shares are restricted securities within the meaning of Rule 144 under the Securities Act and that its Subscription Shares are not registered or listed publicly and must be held indefinitely unless they are subsequently registered or listed publicly or an exemption from such registration or listing is available.
Exempt from Registration; Restricted Securities. Such UEC Option Holder understands that his Subscription Shares will not be registered under the Securities Act or registered or listed publicly pursuant to any other applicable securities Laws, on the ground that the sale provided for in this Agreement is exempt from registration under the Securities Act or the registration or listing requirements of any other applicable securities Laws. Such UEC Option Holder understands that his Subscription Shares are restricted securities within the meaning of Rule 144 under the Securities Act and that his Subscription Shares are not registered or listed publicly and must be held indefinitely unless they are subsequently registered or listed publicly or an exemption from such registration or listing is available.
Exempt from Registration; Restricted Securities. Such Purchaser understands that its Purchased Shares will not be registered under the Securities Act or registered or listed publicly pursuant to any other applicable securities Laws, on the ground that the sale provided for in this Agreement is exempt from registration under the Securities Act or the registration or listing requirements of any other applicable securities Laws. Such Purchaser understands that its Purchased Shares are restricted securities within the meaning of Rule 144 under the Securities Act and that its Purchased Shares are not registered or listed publicly and must be held indefinitely unless they are subsequently registered or listed publicly or an exemption from such registration or listing is available. 4.5. Status of Purchaser. Such Purchaser is (a) an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act and/or (b) is not a “U.S. person” within the meaning of Regulation S under the Securities Act and is acquiring its Purchased Shares in an offshore transaction under Rule 903 of Regulation S under the Securities Act. Such Purchaser (i) has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks involved in purchasing its Purchased Shares and (ii) is capable of bearing the economic risk of its investment. Such Purchaser has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary or appropriate for making an informed and intelligent decision with respect to the purchase of the Purchased Shares and the execution, delivery and performance of this Agreement and the other Transaction Documents.
Exempt from Registration; Restricted Securities. The Investor ----------------------------------------------- understands that the Shares and the Conversion Shares will not be registered under the Securities Act, on the ground that the sale provided for in this Agreement is exempt from registration under the Securities Act, and that the reliance of the Company on such exemption is predicated in part on the Investor's representations set forth in this Agreement. The Investor understands that the Shares and the Conversion Shares being purchased hereunder are restricted securities within the meaning of Rule 144 under the Securities Act; that the Shares and the Conversion Shares are not registered and must be held indefinitely unless they are subsequently registered or an exemption from such registration is available.
