Securities Act Matters. Each Member understands that, in addition to the restrictions on transfer contained in this Agreement, he or she must bear the economic risks of his or her investment for an indefinite period because the Interests have not been registered under the Securities Act.
Securities Act Matters. The Stockholders acknowledge and agree that the Shares have not been registered under the Securities Act or under the securities laws of any state, in reliance upon certain exemptive provisions of such statutes. The Stockholders recognize and acknowledge that such claims of exemption are based, in part, upon the Stockholders' representations contained in the Acquisition Agreement and in each Stockholder's New Owner Questionnaire. The Stockholders further recognize and acknowledge that, because the issuance of the Shares was not registered under federal and state laws, the Shares are not presently eligible for public resale, and may only be resold in the future pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to a valid exemption from such registration requirements. The Stockholders recognize and acknowledge that Rule 144 (which facilitates routine sales of securities in accordance with the terms and conditions of that Rule, including a holding period requirement) is not now available for resale of the Shares, and the Stockholders recognize and acknowledge that, in the absence of the availability of Rule 144, a sale pursuant to a claim of exemption from registration under the Securities Act would require compliance with some other exemption under the Securities Act, which may not be available for resale of the Shares. The Stockholders recognize and acknowledge that, except as set forth in this Agreement, the Company is under no obligation to register the Shares, either pursuant to the Securities Act or the securities laws of any state.
Securities Act Matters. The Holder represents and warrants to the Company as of the date hereof that:
Securities Act Matters. (a) Optionee represents that Shares issued upon any exercise of the Option will be acquired for Optionee's own account for investment only and not with a view to the distribution thereof within the meaning of the Federal Securities Act of 1933, as amended (hereinafter, together with the rules and regulations thereunder, collectively referred to as the "Act"), and that Optionee does not intend to divide Optionee's participation with others or transfer or otherwise dispose of all or any Shares except as below set forth. As herein used the terms "transfer" and "
Securities Act Matters. The Exchange is exempt from the registration and prospectus-delivery requirements of the Securities Act and, assuming the accuracy of the Holder’s representations and warranties in Article II above, including with respect to Holder’s holding period and affiliate status, the Exchange Shares to be delivered to the Undersigned’s account pursuant to this Exchange Agreement will not be subject to restrictions on transfer under the Securities Act (and will not have any restrictive legends on such Exchange Shares).
Securities Act Matters. 30 Section 21.13
Securities Act Matters. Stockholder understands that, in addition to the restrictions on transfer contained in this Agreement, he must bear the economic risks of his investment for an indefinite period because the shares of Common Stock held by him have not been registered under the Securities Act.
Securities Act Matters. CBF will prepare and file with the SEC a Registration Statement under the Securities Act in connection with the CBF Shares to be issued to Community National Bank shareholders in the Merger. Community National Bank and CBF shall each promptly furnish all information concerning it and the holders of its outstanding shares as the other may reasonably request from time to time in connection with the preparation of the Registration Statement. The Parties shall use their reasonable efforts to cause the Registration Statement to become effective under the Securities Act as soon as reasonably practicable after the filing thereof and to take any action required to be taken under applicable state, Blue Sky or securities laws in connection with the issuance of the CBF Shares upon consummation of the Merger.
Securities Act Matters. (a) Each of the Agent and the Lenders hereby acknowledges and agrees that: the Loans have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state; the Loans are being made in reliance on exemptions from the registration requirements of the Securities Act and applicable state securities laws; the Loans have not been approved or disapproved by the Securities and Exchange Commission (the "Commission"), any state securities commission or other regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the credit facility established hereby or the accuracy or adequacy of the Summary Business Plan Overview of the Borrower, dated March 1996, and that any representation to the contrary is unlawful; the Loans are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws pursuant to registration or exemption therefrom; any promissory notes evidencing the Loans will bear a legend referring to the foregoing restrictions; and because of such restrictions, no secondary trading market for the Loans is expected to develop, and Lenders must bear the risk of their investment for an indefinite amount of time.
Securities Act Matters. As of the date hereof, neither the Subscriber nor any other person that, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has, or shares voting power with respect to the Shares, which includes the power to vote, or to direct the vote, with respect to the Shares, or investment power over the Shares, which includes the power to dispose of, or direct the disposition of, Shares (a "Beneficial Owner")1 has been or is subject to any conviction, order, judgment, decree, suspension, expulsion, bar or other event specified in Rule 506(d)(1) of the Securities Act or any proceeding or event that could result in any such disqualifying event ("Disqualifying Event") that would either require disclosure under the provisions of Rule 506(e) of the Securities Act or result in disqualification under Rule 506(d)(1) of the Company's use of the Rule 506 exemption. The Subscriber will notify the Adviser in writing as soon as reasonably practicable if the Subscriber or any Beneficial Owner becomes subject to a Disqualifying Event at any time after the date hereof while it holds the Shares. In the event that the Subscriber or a Beneficial Owner becomes subject to a Disqualifying Event at any time after the date hereof, the Subscriber agrees and covenants to use its best efforts to coordinate with the Adviser to (i) provide documentation as requested by the Adviser related to any such Disqualifying Event and (ii) implement a remedy to address the Subscriber's and/or such Beneficial Owner's changed circumstances such that the changed circumstances will not affect in any way the Company's or its Affiliates' ongoing and/or future reliance on the Rule 506 exemption under the Securities Act. The Subscriber acknowledges that, at the discretion of the Adviser, such remedies may include the waiver of all or a portion of the Subscriber's voting power in the Company and/or the Subscriber's withdrawal from the Company through a Transfer of its Shares. The Subscriber also acknowledges that the Adviser may periodically request assurance that neither the Subscriber nor any Beneficial Owner has become subject to a Disqualifying Event at any time after the date hereof.
