Restrictions Upon Resale Clause Samples

Restrictions Upon Resale. The Option may not be exercised if the issuance of Option Shares upon such exercise would constitute a violation of applicable Federal or state securities laws or other law or valid regulation. If the Option Shares to be issued upon exercise of the Option are not registered under the Securities Act of 1933, as amended (the "Securities Act"), the Participant, as a condition to his exercise of the Option, shall represent to the Company that the Option Shares or other securities which he acquires upon exercise of the Option are being acquired by him for his own account as an investment and not with a present view to distribution or resale (unless counsel for the Company is then of the opinion that such representation is not required under the Securities Act or applicable law, regulation or rule of any governmental agency) and the certificates representing such Option Shares shall bear a legend to such effect. Participant agrees as a condition precedent to exercise of any portion of the Option, that he shall furnish whatever documentation may be reasonably requested by the Company to ensure compliance with applicable law and the terms and conditions of this Award Agreement and the Plan. The Participant understands and acknowledges that the Company shall have no obligation to register the Option Shares issuable hereunder under the Securities Act and applicable state securities laws.
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Restrictions Upon Resale. The Warrantholder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered and the Warrantholder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
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Restrictions Upon Resale. The Option may not be exercised if the issuance of Option Shares upon such exercise would constitute a violation of applicable Federal or state securities laws or other law or valid regulation. If the Option Shares to be issued upon exercise of the Option are not registered under the Securities Act of 1933, as amended ("Securities Act"), Participant, as a condition to his or her exercise of the Option, shall represent to Company, among other things, that the Option Shares or other securities which he or she acquires upon exercise of the Option are being acquired by him for his or her own account as an investment and not with a present view to distribution or resale (unless counsel for Company is then of the opinion that such representation is not required under the Securities Act or applicable law, regulation or rule of any governmental agency) and the certificates representing such Option Shares shall bear a restricted legend. Company reserves the right to place stop transfer restrictions against such Option Shares. Participant agrees as a condition precedent to exercise of any portion of the Option, that he or she shall furnish whatever documentation may be reasonably requested by Company to ensure compliance with applicable law and the terms and conditions of this Award Agreement and the Plan. Participant understands and acknowledges that Company shall have no obligation to register the Option Shares issuable hereunder under the Securities Act and applicable state securities laws.
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Restrictions Upon Resale. The Purchaser acknowledges that the certificates representing the Debentures, Warrants, Common Shares, and Warrant Shares will contain a legend reflecting their restriction upon conversion, exercise, or transfer under the Securities Act, state securities laws, and Canadian securities laws, in therefrom as s set forth in Article 5 hereof.
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Restrictions Upon Resale. The Subscriber hereby agrees that the Shares shall be subject to restrictions upon the transfer, sale, encumbrance or other disposition of the Shares. See "Understanding of Investment Risks" and "Registration Rights".
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Restrictions Upon Resale. Neither ▇▇▇▇▇ nor the Escrow Agent shall sell, transfer or permit the sale or transfer of the Last Shares until the later of: (i) ▇▇▇▇▇'▇ payment in full to NVH of the Note attached hereto at Exhibit "C"; and (ii) subject to Section 1.8.4 hereafter, the expiration of the "Lockup Period" which shall be defined as the one year anniversary of this Agreement. The Lockup Period shall, however, expire earlier as to that number of the Last Shares that is determined by multiplying the number of Last Shares then being held in escrow by the percentage of shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇ prior to the one year anniversary of this Agreement as compared to the 900,000 shares owned by ▇▇▇▇▇▇ ▇▇▇▇▇ as of May 11, 2000 (assuming for this purpose that he exercised all of his outstanding options). For example, if ▇▇. ▇▇▇▇▇ exercises options for and sells 450,000 shares prior to the one year anniversary, thereafter the Escrow Agent would be permitted to allow ▇▇. ▇▇▇▇▇ to sell 50% of the Last Shares from escrow, provided, however, until the Note is paid in full, the provisions of Section 1.8.4. would apply to the sale of such shares.
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Related to Restrictions Upon Resale

  • Restrictions on Resales The Holder acknowledges that the Securities must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Holder is aware of the provisions of Rule 144 promulgated under the Securities Act, which permit resale of shares purchased in a private placement subject to the satisfaction of certain conditions, which may include, among other things, the availability of certain current public information about the Company; the resale occurring not less than a specified period after a party has purchased and paid for the security to be sold; the number of shares being sold during any three-month period not exceeding specified limitations; the sale being effected through a “broker’s transaction,” a transaction directly with a “market maker” or a “riskless principal transaction” (as those terms are defined in the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder); and the filing of a Form 144 notice, if applicable. The Holder acknowledges and understands that the Company may not be satisfying the current public information requirement of Rule 144 at the time the Holder wishes to sell the Securities and that, in such event, the Holder may be precluded from selling the Securities under Rule 144 even if the other applicable requirements of Rule 144 have been satisfied. The Holder acknowledges that, in the event the applicable requirements of Rule 144 are not met, registration under the Securities Act or an exemption from registration will be required for any disposition of the Securities. The Holder understands that, although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk.

  • Restrictions on Transferability The Warrants and the Warrant Stock shall not be transferred, hypothecated or assigned before satisfaction of the conditions specified in this Section 9, which conditions are intended to ensure compliance with the provisions of the Securities Act with respect to the Transfer of any Warrant or any Warrant Stock. Holder, by acceptance of this Warrant, agrees to be bound by the provisions of this Section 9.