Private Securities Sample Clauses

The Private Securities clause defines the rules and restrictions regarding the issuance, transfer, or ownership of securities that are not registered with public regulatory bodies. Typically, this clause outlines who may purchase or hold such securities, such as accredited investors, and may specify limitations on resale or transfer to ensure compliance with securities laws. Its core function is to ensure that the company and its investors adhere to legal requirements for private offerings, thereby reducing the risk of regulatory violations and protecting both parties from unintended legal exposure.
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Private Securities. The Securities are being offered in an offering exempt from registration under the Securities Act by an issuer that is not a “reporting company” subject to the reporting requirements of the 55 Securities Exchange Act. Investing in private securities is not suitable for all investors. An investment in private securities can be highly speculative and involve a high degree of risk. Investor acknowledges the following risks related to private securities: (a) No governmental agency has reviewed the offerings of private securities and no state or federal agency has passed upon either the adequacy of the disclosure for such securities or the fairness of the terms of any offering of private securities. The exemptions relied upon for such offerings are significantly dependent upon the accuracy of the representations of the investors to be made to the issuer in connection with the offering. In the event that any such representation proves to be untrue, the registration exemptions relied upon by the Issuer in selling the securities might not be available and substantial liability to the Issuer would result under applicable securities laws for rescission or damages. (b) The offering price of private securities may bear no relationship to an issuer’s assets, book value, historical results of operations or any other established criterion of value. The offering price should not be considered as an indication of any Issuer’s actual value or the value of the Security. (c) There may not be any public or private market for private securities, and there can be no assurance that any such market would develop in the foreseeable future. There is, therefore, no assurance that private securities can be resold near the offering price or at all. Investor is prepared to hold the Security acquired in the Offering indefinitely and Investor does not expect to be able to liquidate any or all of the Securities, even in case of an emergency. In addition, any proposed transfer must comply with restrictions on transfer imposed by the Issuer and by federal and state securities laws. The Issuer may permit the transfer of such securities out of an Investor’s name only when his or her request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the issuer that neither the sale nor the proposed transfer results in a violation of the Securities Act or any applicable state securities or "blue sky" laws. (d) THERE CAN BE NO ASSURANCE THAT THE ISSUER WILL EVER FILE A REGIST...
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Private Securities. The Placement Units constitute, and the Forward Purchase Units will constitute, valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Placement Warrants and Forward Purchase Warrants have been reserved for issuance and, when issued in accordance with the terms of the Placement Warrants and Forward Purchase Warrants, as applicable, will be duly and validly authorized, validly issued and upon payment therefor, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders. The Placement Shares, the shares of Common Stock sold pursuant to the Forward Purchase Agreement and shares of Common Stock issuable upon exercise of the Placement Warrants and Forward Purchase Warrants have been reserved for issuance and, when issued in accordance with the terms of the Placement Units, Forward Purchase Units, Placement Warrants and Forward Purchase Warrants, will be duly and validly authorized, validly issued and fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.
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Private Securities. On the Closing Date and the Option Closing Date, as applicable, the Sponsor and Representative shall have purchased the Private Securities as provided for in the Subscription Agreements and the purchase price for such securities shall be deposited into the Trust Account.
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Private Securities. 14.3.1. Under this AGREEMENT, the CLIENT may register transactions with CETIP, authorizing ATIVA to register transactions in CETIP’s systems on the CLIENT’s behalf. 14.3.2. ATIVA must maintain a segregated account in the CLIENT’s name to record transactions in the CETIP markets. This account will be in ATIVA’s name, which will be responsible for its management. 14.3.3. The CLIENT acknowledges that ATIVA may charge for the custody of assets, and the CLIENT should be informed of any changes to the fee structure. 14.3.4. The CLIENT will be responsible for the origin and legitimacy of the securities delivered to ATIVA, as well as for the acts, documents presented, and information provided, including the acquisition value of the securities reported to ATIVA, notably for tax purposes. The CLIENT will be liable for any direct or indirect damages or losses caused to ATIVA or third parties due to any form of fraud, simulation, forgery, or omission of information or documents.
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Related to Private Securities

  • Corporate Securities Law THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED UNLESS THE SALE IS SO EXEMPT.

  • State Securities Qualification We act solely as agent for the Funds and are not responsible for qualifying the Funds or their shares for sale in any jurisdiction. Upon written request we will provide you with a list of the jurisdictions in which the Funds or their shares are qualified for sale. We also are not responsible for the issuance, form, validity, enforceability or value of Fund shares.

  • State Securities Laws The Company hereby agrees to use its best efforts to comply with all state securities or "blue sky" laws which might be applicable to the sale of the Stock and the issuance of the Options to the Purchaser.

  • Restricted Securities Owners The Company agrees to advise in writing each of the persons or entities who, to the knowledge of the Company, holds Restricted Securities that such Restricted Securities are ineligible for deposit hereunder (except under the circumstances contemplated in Section 2.14) and, to the extent practicable, shall require each of such persons to represent in writing that such person will not deposit Restricted Securities hereunder (except under the circumstances contemplated in Section 2.14).

  • Legend on Securities Each certificate representing Securities issued to any Stockholder shall bear the following legend on the face thereof: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS AGREEMENT AMONG VESTAR/CALVARY HOLDINGS, INC. (THE "COMPANY"), SHERIDAN HEALTHCARE, INC., VESTAR/CALVARY INVESTORS, LLC., AND THE MANAGEMENT INVESTORS PARTIES THERETO, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT AND (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) IF THE COMPANY HAS BEEN FURNISHED WITH AN OPINION REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT, INCLUDING RESTRICTIONS RELATING TO THE EXERCISE OF ANY VOTING RIGHTS GRANTED BY THE SECURITIES."