Private Resale Clause Samples

Private Resale. Seller: (A) acquired the common shares for their own account for investment purposes and not with a view to any distribution of such common shares, (B) have not engaged in any form of general solicitation or general advertising in connection with the sale of the common shares, and (C) Purchaser was the only offeree with respect to the sale of such common shares.
View SourceView Similar (18)
Private Resale. Subject to the accuracy of the Buyer’s representations in Section 3 hereof, the offer and sale of the Note by the Issuer to the Buyer is exempt from the registration requirements of the Securities Act.
View Source
Private Resale. Monaco will acquire the Warrants described in Section 2.1(a)(iii) for investment, and not for the interest of any other person, not for resale to any other person and not with a view to or in connection with any sale or distribution. Monaco acknowledges that the Warrants are "restricted securities" as defined in Rule 144(a)(3) under the Securities Act and subject to substantial restrictions on transfer, and that the certificates representing the Warrants will bear restrictive legends. In addition, Monaco is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D under the Securities Act. Monaco has had access to the books and records of the issuers of the Warrants and has received from such issuers and other sources all information required by it in order to make an informed investment decision with respect to the Warrants.
View Source
Private Resale. 45 5.21 Non-Competition Agreement.............................................................. 46 5.22 No Solicitation by Parent.............................................................. 46 5.23 Approval of the Plan................................................................... 46 5.24 Directors' and Officers' Insurance..................................................... 46 ARTICLE VI
View Source
Private Resale. Prior to the effectiveness of any registration of -------------- the shares of Parent Common Stock received as Merger consideration, Parent will provide reasonable assistance to the -45- Stockholders to effect private resales of the Parent Common Stock, provided that the Stockholder in each such case shall deliver to Parent satisfactory written evidence, which may at Parent's reasonable discretion include an opinion of legal counsel in form and substance reasonably satisfactory to Parent, to the effect that the shares are to be sold in compliance with Rule 144 and Rule 145 promulgated under the Securities Act.
View Source
Private Resale. Borrower recognizes that as the result of prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws, Lender may be compelled, with respect to any resale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment, and not with a view to the distribution or resale thereof. Borrower acknowledges that any such private resale may be at prices and on terms less favorable to Lender than those obtainable through a public resale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act), and notwithstanding such circumstances, Borrower agrees that any such private resale shall be deemed to be in a commercially reasonable manner and that Lender shall have no obligation to engage in public resales and no obligation to delay the sale of the Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public resale required under the Securities Act or under such applicable state securities laws, even if such issuer would agree to do so.
View Source
Private Resale. Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws, Lender may, with respect to any sale of all or any part of the Collateral: (i) limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof; and (ii) impose other limitations or conditions in connection with such sale as Lender may deem necessary or advisable to comply with the Securities Act or other laws. Pledgor acknowledges that any such private resale may be at prices and on terms less favorable to Lender than those obtainable through a public resale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such private resale shall be deemed to have been made in a commercially reasonable manner and that Lender shall have no obligation to engage in public resale and no obligation to delay the resale of any Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public resale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would agree to do so. Pledgor will execute such documents and take such other action as Lender may deem necessary or advisable in order that any such sale may be made in compliance with legal requirements.
View Source

Related to Private Resale

  • Private Rights Neither Party may provide for a right of action under its domestic law against the other Party on the ground that a measure of the other Party is inconsistent with this Agreement.

  • Private Offering It is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) or it is not a “U.S. Person” as defined in Rule 902 of Regulation S (“Regulation S”) under the Securities Act. It acknowledges that the sale contemplated hereby is being made in reliance on a private placement exemption to “Accredited Investors” within the meaning of Section 501(a) of Regulation D under the Securities Act and similar exemptions under state law or a non-U.S. Person under Regulation S.

  • RULE 144A AND RULE 144 The Company agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request of any Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15 (d) of the Exchange Act, to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

  • Rule 144 and Rule 144A For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

  • Private Issue The Warrantholder understands (i) that the Preferred Stock issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.