Restricted Common Stock. The Holder understands that the Common Stock has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Holder’s representations as expressed herein. The Holder understands that the shares of Common Stock are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Holder must hold the shares of Common Stock indefinitely unless they are registered with the SEC Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Holder acknowledges that the Company has no obligation to register or qualify the shares of common Stock for resale. The Holder further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the shares of Common Stock, and on requirements relating to the Company which are outside of the Holder’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 2 contracts
Sources: Convertible Note Agreement (Elephant Talk Communications Corp), Convertible Note Agreement (Elephant Talk Communications Corp)
Restricted Common Stock. The Holder Seller understands that the Common Stock has not been, and will not be, registered under the Securities Act, Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Holder’s Seller's representations as expressed herein. The Holder Seller understands that the shares of Common Stock are “constitutes "restricted securities” " under applicable U.S. federal and state securities laws and thatregulations, and that pursuant to these laws, the Holder Seller must hold the shares of Common Stock indefinitely unless they are the Common Stock is registered with the SEC Securities and Exchange Commission and qualified by state authorities, authorities or an exemption from such registration and qualification requirements is available. The Holder acknowledges that the Company has no obligation to register or qualify the shares of common Stock for resale. The Holder further Seller acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the shares of Common Stock, and on requirements relating to the Company Purchaser which are outside of the Holder’s control, Seller's control and which the Company Purchaser is under no obligation obligation, and may not be able able, to satisfy.
Appears in 1 contract
Sources: Asset Purchase Agreement (GSV Inc)