No Obligation to Register Clause Samples
The "No Obligation to Register" clause establishes that a party is not required to register certain securities or interests, typically with regulatory authorities such as the SEC. In practice, this means that the issuer or holder of securities is not compelled to take steps to make those securities publicly tradable or compliant with public offering requirements. This clause is commonly used in private placements or early-stage investment agreements to clarify that investors cannot demand registration, thereby limiting the issuer's administrative and financial burdens. Its core function is to set clear expectations regarding regulatory compliance and to prevent disputes over registration responsibilities.
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No Obligation to Register. The Company shall be under no obligation to register the Restricted Shares pursuant to the Securities Act or any other federal or state securities laws.
No Obligation to Register. The Seller acknowledges that the Buyer has not agreed and has no obligation to register the resale of the Shares under the Securities Act.
No Obligation to Register. Such Member represents, warrants, and agrees that the Company is under no obligation to register or qualify the Membership Interest under the Securities Act or under any state securities law, or to assist such Member in complying with any exemption from registration and qualification.
No Obligation to Register. None of the Issuer, the Indenture Trustee, the Servicer or the Note Registrar is obligated to register or qualify the Notes under the Securities Act or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of such Notes without registration or qualification. Any such Noteholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Issuer, the Indenture Trustee, the Servicer and the Note Registrar against any loss, liability or expense that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
No Obligation to Register. The Company shall be under no obligation to register the resale of the Restricted Stock or any Stock Dividends pursuant to the Securities Act or any other U.S. federal or state securities laws. The Company shall not be obligated to deliver any shares until they have been listed (or authorized for listing upon official notice of issuance) upon each stock exchange upon which are listed outstanding shares of the same class as that of the shares subject to this award and until there have been compliance with such laws and regulations as the Company may deem applicable.
No Obligation to Register. The Company shall be under no obligation to register any Option Shares as a result of the exercise of the Options pursuant to the Securities Act or any other federal or state securities laws.
No Obligation to Register. The Investor further acknowledges and understands that, except for the Company's obligations under Section 7, the Company is under no obligation to register the Shares, the Warrant or the Warrant Shares. The Investor understands that the certificate evidencing the Shares, the Warrant and the Warrant Shares will be imprinted with a legend which prohibits the transfer of the Shares, the Warrant and the Warrant Shares unless they are registered or such registration is not required in the opinion of counsel in form and substance satisfactory to the Company.
No Obligation to Register. The Company shall be under no obligation to register the RSUs pursuant to the Securities Act or any other federal or state securities laws.
No Obligation to Register. In exercising its remedies hereunder, ▇▇▇▇▇▇ may be unable to sell Equity Interests publicly without registering them under the Securities Laws, which would likely be an expensive and time-consuming undertaking and, in fact, one which might be impossible to accomplish even if ▇▇▇▇▇▇ were willing to invest the necessary time and money. Even though ▇▇▇▇▇▇ may be able to register Equity Interests under the Securities Laws, it may nonetheless regard such registration as too expensive or too time-consuming (such determination to be made in Lender’s sole discretion). If Lender sells Equity Interests without registration, Lender may be required to sell them only in private sales to a restricted group of offerees and purchasers who fulfill certain suitability standards and who will be obliged to agree, among other things, to acquire the Equity Interests for their own account for investment and not with a view to distributing or reselling them. TRSCo acknowledges that such a private sale may result in less favorable prices and other terms than a public sale. TRSCo agrees that a private sale, even under these restrictive conditions, will not be considered commercially unreasonable solely by virtue of the fact that ▇▇▇▇▇▇ has not registered or sought to register the Equity Interests under the Securities Laws, even if TRSCo agrees to pay all costs of the registration process.
No Obligation to Register. Such Member acknowledges and agrees that the Company and the Manager are under no obligation to register or qualify the Interests under the Securities Actor the Securities Exchange Act of 1934, as amended or under any state securities law or under the laws of any other jurisdiction, or to assist such Member in complying with any exemption from registration and qualification.