Resales of Restricted Securities Sample Clauses
The "Resales of Restricted Securities" clause defines the rules and limitations governing the transfer or sale of securities that are not freely tradable due to legal or contractual restrictions. Typically, this clause outlines the conditions under which restricted securities may be resold, such as requiring compliance with specific securities laws, holding periods, or obtaining consent from the issuer. For example, it may specify that securities can only be resold after a certain time has passed or if the resale qualifies for an exemption under applicable regulations. The core function of this clause is to ensure that all resales comply with legal requirements, thereby protecting the issuer from unauthorized or unlawful transfers and maintaining regulatory compliance.
Resales of Restricted Securities. Management Stockholder acknowledges that he or she is familiar with the provisions of Rule 701 and Rule 144 under the Securities Act, which Rules, in substance, permit limited public resale of "restricted securities" acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Management Stockholder understands that if the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Management Stockholder will not be able to resell the Common Units or Class C Preferred Units under Rule 701 (i) until at least ninety (90) days after the Company became subject to such reporting requirements (or any longer stand-off period, as discussed below, may require) and (ii) unless such resale satisfies those provisions of Rule 144 that are specified in Rule 701(g)(3). Even if the Company is not subject to such reporting requirements, the Common Units and Class C Preferred Units may be resold in certain limited circumstances subject to satisfaction of all of the applicable provisions of Rule 144. Management Stockholder further acknowledges that in the event all of the applicable requirements of Rule 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required in order to resell the Common Units or Class C Preferred Units. Management Stockholder understands that no assurances can be given that any such registration will be made or any such exemption will be available in such event.