Common Stock Not Registered Clause Samples

The 'Common Stock Not Registered' clause clarifies that the shares of common stock being issued or transferred under the agreement have not been registered with the Securities and Exchange Commission or any other securities regulatory authority. This means that the shares are considered "restricted securities" and cannot be freely resold or transferred unless an exemption from registration is available or the shares are subsequently registered. Typically, this clause notifies recipients that they must comply with applicable securities laws and may be required to hold the shares for a certain period before selling them. Its core function is to inform parties of the legal limitations on the transferability of the stock, thereby reducing the risk of inadvertent violations of securities regulations.
Common Stock Not Registered. Each Seller understand and acknowledge that the offering of Common Stock pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering and sale of securities contemplated by this Agreement are exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that Purchaser's reliance upon such exemption is predicated upon Sellers' representations set forth in this Agreement. Sellers understand and acknowledge that the Common Stock must be held indefinitely unless the Common Stock is subsequently registered under the Securities Act or an exemption from such registration is available.
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Common Stock Not Registered. Such Equityholder acknowledges that the Securities to be received pursuant to this Agreement have not been, and when issued will not be, registered under the Securities Act or the securities laws of any state in the United States or any other jurisdiction and may not be offered or sold by such Equityholder unless subsequently registered under the Securities Act (if applicable to the transaction) and any other securities laws or unless exemptions from the registration or other requirements of the Securities Act and any other securities laws are available for the transaction.
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Common Stock Not Registered. The Purchaser understands that the Common Stock has not been registered under the Securities Act or qualified under any state securities laws in reliance on exemptions from registration provided thereunder, and further understands that such Purchaser is acquiring the Common Stock without being furnished any literature or prospectus.
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Common Stock Not Registered. Each Shareholder is --------------------------- acquiring the Buyer's Stock for his own account and not with a view towards reselling or distributing all or any part thereof in any transaction that would be in violation of the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). Each Shareholder acknowledges that the issuance of the Buyer's Stock to such Shareholder will not have been registered under the Securities Act. Each Shareholder further represents that he understands and agrees that, until registered under the Securities Act or transferred pursuant to the provisions of Rule 144 promulgated under the Securities Act, all certificates evidencing any of the Buyer's Stock, whether upon initial issuance or upon any transfer thereof, shall bear legends, prominently stamped or printed thereon, reading substantially as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS."
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Common Stock Not Registered. ▇▇▇▇▇▇▇▇▇▇ has been advised by the Company and understands that (a) the shares of Common Stock are being privately placed by the Company pursuant to an exemption from registration provided under Section 4(a)(2) of the Securities Act and neither the offer nor sale of any shares of Common Stock pursuant to this Agreement has been registered under the Securities Act or any state “blue sky” laws; (b) the shares of Common Stock being acquired by ▇▇▇▇▇▇▇▇▇▇ pursuant to this Agreement are characterized as “restricted securities” under the Securities Act inasmuch as they are being acquired by ▇▇▇▇▇▇▇▇▇▇ from the Company in a transaction not involving a public offering and ▇▇▇▇▇▇▇▇▇▇ understands and agrees that the shares of Common Stock will be subject to transfer restrictions and, as a result of these transfer restrictions, ▇▇▇▇▇▇▇▇▇▇ may not be able to readily resell the shares of Common Stock and may be required to bear the financial risk of an investment in the shares of Common Stock for an indefinite period of time unless the offer and sale of shares of Common Stock are subsequently registered under the Securities Act and all applicable state securities or “blue sky” laws or an exemption from such registration is available;
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Related to Common Stock Not Registered

  • Shares Not Registered The Purchaser understands and acknowledges that the offering of the Shares pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering and sale of securities contemplated by this Agreement are exempt from registration under the Securities Act pursuant to Section 4(2) thereof and exempt from registration pursuant to applicable state securities or blue sky laws, and that the Company’s reliance upon such exemptions is predicated upon such Purchaser’s representations set forth in this Agreement. The Purchaser acknowledges and understands that the Shares must be held indefinitely unless the Shares are subsequently registered under the Securities Act and qualified under state law or unless an exemption from such registration and such qualification is available.

  • Securities Not Registered Such Purchaser understands that the Securities have not been registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act, and that the Securities must continue to be held by such Purchaser unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. Such Purchaser understands that the exemptions from registration afforded by Rule 144 (the provisions of which are known to it) promulgated under the Securities Act depend on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts.

  • Securities Are Not Registered (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention. (b) The Holder recognizes that the Warrant and the Exercise Shares must be held indefinitely unless they are subsequently registered under the Act or an exemption from such registration is available. The Holder recognizes that the Company has no obligation to register the Warrant or the Exercise Shares of the Company, or to comply with any exemption from such registration. (c) The Holder is aware that neither the Warrant nor the Exercise Shares may be sold pursuant to Rule 144 adopted under the Act unless certain conditions are met, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Company, the resale following the required holding period under Rule 144 and the number of shares being sold during any three month period not exceeding specified limitations. Holder is aware that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company presently has no plans to satisfy these conditions in the foreseeable future.

  • Registration of Transfer of American Depositary Shares Combination and Split-up of Receipts; Interchange of Certificated and Uncertificated American Depositary Shares.

  • Registration of Common Stock The Company agrees that prior to the commencement of the Exercise Period, it shall file with the Securities and Exchange Commission a post-effective amendment to the Registration Statement, or a new registration statement, for the registration, under the Act, of, and it shall take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance with the provisions of this Agreement. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of EBC.