Compliance with Securities Act. The Subscriber understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of Subscriber contained herein), and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration.
Appears in 66 contracts
Samples: Securities Purchase Agreement (INVO Bioscience, Inc.), Securities Purchase Agreement (INVO Bioscience, Inc.), Securities Purchase Agreement (Eastside Distilling, Inc.)
Compliance with Securities Act. The Subscriber understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities lawsAct, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of Subscriber contained herein), and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration.
Appears in 65 contracts
Samples: Subscription Agreement (Sanguine Corp), Subscription Agreement (Advanced Aerodynamics & Structures Inc/), Security Agreement (Vizario Inc)
Compliance with Securities Act. The Subscriber understands and agrees that the Securities have not been registered under the Securities Act of 1933, as amended (the "1933 Act or any applicable state securities laws, Act") by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of Subscriber contained herein)Act, and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration.
Appears in 13 contracts
Samples: Subscription Agreement (Kaleidoscope Media Group Inc), Subscription Agreement (Rnethealth Com Inc), Subscription Agreement (China Peregrine Food Corp)
Compliance with Securities Act. The Subscriber understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities laws, laws by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of Subscriber contained herein), and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration.
Appears in 11 contracts
Samples: Subscription Agreement (Jerrick Media Holdings, Inc.), Securities Subscription Agreement (Blue Sphere Corp.), Securities Subscription Agreement (Blue Sphere Corp.)
Compliance with Securities Act. The Subscriber understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance and are being issued in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of Subscriber contained herein), and that such Securities must be held indefinitely unless a subsequent disposition is the Securities are subsequently registered for resale under the 1933 Act or any applicable state securities laws or is exempt from such registration.
Appears in 8 contracts
Samples: Securities Purchase Agreement (Tauriga Sciences, Inc.), Securities Purchase Agreement (Tauriga Sciences, Inc.), Securities Purchase Agreement (Tauriga Sciences, Inc.)
Compliance with Securities Act. The Subscriber understands and ------------------------------ agrees that the Securities have not been registered under the 1933 Act or any applicable state securities lawsAct, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of Subscriber contained herein), and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration.
Appears in 7 contracts
Samples: Subscription Agreement (Advanced Aerodynamics & Structures Inc/), Subscription Agreement (Advanced Aerodynamics & Structures Inc/), Subscription Agreement (Advanced Aerodynamics & Structures Inc/)
Compliance with Securities Act. The Subscriber understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of the Subscriber contained herein), and that such Securities may not be sold, assigned or transferred and must be held indefinitely unless a subsequent disposition is registered in the absence of (i) an effective registration statement under the 1933 Act or any and applicable state securities laws with respect thereto or (ii) an opinion of counsel satisfactory to the Company that such registration is exempt from such registrationnot required. The Subscriber understands that the Company is under no obligation to register the Securities.
Appears in 5 contracts
Samples: Form of Subscription Agreement (Quantum Fuel Systems Technologies Worldwide, Inc.), Subscription Agreement (Irvine Sensors Corp/De/), Subscription Agreement (Irvine Sensors Corp/De/)
Compliance with Securities Act. The Subscriber understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities laws, laws by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of Subscriber contained herein), and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration.
Appears in 5 contracts
Samples: Subscription Agreement (Jerrick Media Holdings, Inc.), Subscription Agreement (MamaMancini's Holdings, Inc.), Subscription Agreement
Compliance with Securities Act. The Subscriber understands and agrees that none of the Securities have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of the Subscriber contained herein), and that such Securities the Units must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration.
Appears in 4 contracts
Samples: Artl Subscription Agreement, Artl Subscription Agreement (Artelo Biosciences, Inc.), Artl Subscription Agreement (Artelo Biosciences, Inc.)
Compliance with Securities Act. The Subscriber understands ------------------------------ and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities lawsAct, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of Subscriber contained herein), and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration.
Appears in 4 contracts
Samples: Subscription Agreement (Advanced Aerodynamics & Structures Inc/), Subscription Agreement (Advanced Aerodynamics & Structures Inc/), Subscription Agreement (Advanced Aerodynamics & Structures Inc/)
Compliance with Securities Act. The Such Subscriber understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of such Subscriber contained herein), and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration.
Appears in 3 contracts
Samples: Subscription Agreement (Boomj Inc), Subscription Agreement (China Cablecom Holdings, Ltd.), Subscription Agreement (GreenChek Technology Inc.)
Compliance with Securities Act. The Subscriber understands and agrees that none of the Securities have not been registered under the 1933 Securities Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Securities Act (based in part on the accuracy of the representations and warranties of the Subscriber contained herein), and that such Securities the Units must be held indefinitely unless a subsequent disposition is registered under the 1933 Securities Act or any applicable state securities laws or is exempt from such registration.
Appears in 3 contracts
Samples: Subscription Agreement, Subscription Agreement (SolarWindow Technologies, Inc.), Subscription Agreement (SolarWindow Technologies, Inc.)
Compliance with Securities Act. The Subscriber understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of the Subscriber contained herein), and that such Securities must be held indefinitely unless a subsequent disposition is the Securities are registered under the 1933 Act or any applicable state securities laws or is exempt from such registration.
Appears in 3 contracts
Samples: Subscription Agreement (China Yongxin Pharmaceuticals Inc.), Subscription Agreement (China Yongxin Pharmaceuticals Inc.), Subscription Agreement (China Yongxin Pharmaceuticals Inc.)
Compliance with Securities Act. The Subscriber understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities lawsAct, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of the Subscriber contained herein), and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration.
Appears in 2 contracts
Samples: Subscription Agreement (Calypte Biomedical Corp), Subscription Agreement (Calypte Biomedical Corp)
Compliance with Securities Act. The Subscriber understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of the Subscriber contained herein), and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration.
Appears in 2 contracts
Samples: Subscription Agreement (California Gold Corp.), Subscription Agreement (Advanced Mineral Technologies, Inc)
Compliance with Securities Act. The Subscriber understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based Act, in part on reliance upon Rule 903 of Regulation S under the accuracy of the representations and warranties of Subscriber contained herein)1933 Act, and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration.
Appears in 2 contracts
Samples: Subscription Agreement (Icoa Inc), Subscription Agreement (Icoa Inc)
Compliance with Securities Act. The Subscriber --------------------------------- understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities lawsAct, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of Subscriber contained herein), and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration.
Appears in 2 contracts
Samples: Subscription Agreement (Amnis Systems Inc), Subscription Agreement (Global Telemedia International Inc)
Compliance with Securities Act. The Subscriber understands and agrees that the Securities have not been registered under the 1933 Securities Act or any applicable state securities laws, laws by reason of their issuance in a transaction that does not require registration under the 1933 Securities Act (based in part on the accuracy of the representations and warranties of Subscriber contained herein), and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Securities Act or any applicable state securities laws or is exempt from such registration.;
Appears in 2 contracts
Samples: Subscription Agreement (Microphase Corp), Subscription Agreement (Microphase Corp)
Compliance with Securities Act. The Subscriber understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities lawsAct, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of Subscriber contained herein), and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration. The Subscriber will not engage in short sales contrary to the applicable securities laws.
Appears in 1 contract
Compliance with Securities Act. The Subscriber understands and agrees that the Securities are “restricted securities” and have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of Subscriber contained herein), and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration.
Appears in 1 contract
Compliance with Securities Act. The Subscriber understands and agrees that none of the Securities have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of the Subscriber contained herein), and that such Securities shares must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration.
Appears in 1 contract
Compliance with Securities Act. The Subscriber understands and agrees that the Securities are “restricted securities” have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of Subscriber contained herein), and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration.
Appears in 1 contract
Compliance with Securities Act. The Subscriber understands and agrees that none of the Securities have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of the Subscriber contained herein), and that such Securities Units must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration.
Appears in 1 contract
Compliance with Securities Act. The Such Subscriber understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of such Subscriber contained herein), and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws Laws or is exempt from such registration.
Appears in 1 contract
Samples: Form of Subscription Agreement (Marani Brands, Inc.)
Compliance with Securities Act. The Subscriber understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities lawsAct, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of Subscriber contained herein), and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration. Resales of the Common Stock by the Subscriber will be made in compliance with the 1933 Act.
Appears in 1 contract
Samples: Subscription Agreement (American Technologies Group Inc)
Compliance with Securities Act. The Subscriber understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities lawsAct, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of the Subscriber contained herein), and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration.. ______
Appears in 1 contract
Compliance with Securities Act. The Subscriber understands and agrees that the Securities are “restricted securities” and have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of the Subscriber contained herein), and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration.
Appears in 1 contract
Samples: Series B Preferred Subscription Agreement (Andover Medical, Inc.)
Compliance with Securities Act. The Subscriber understands and agrees that the Securities have not been registered under the U.S. 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the U.S. 1933 Act (based in part on the accuracy of the representations and warranties of Subscriber contained herein), and that such Securities must be held indefinitely unless a subsequent disposition is registered under the U.S. 1933 Act or any applicable state securities laws or is exempt from such registration.
Appears in 1 contract
Samples: Securities Purchase Agreement (Radiate Research, Inc.)
Compliance with Securities Act. The Subscriber understands and agrees that the Securities have not been registered under the Securities Act of 1933, as amended (the "1933 Act or any applicable state securities laws, Act") by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of Subscriber contained herein)Act, and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration.. The Subscriber agrees that if, in the future, the Subscriber should decide to dispose of
Appears in 1 contract
Compliance with Securities Act. The Subscriber understands and agrees that the Securities have not been registered under the 1933 Securities Act or any applicable state securities laws, laws by reason of their issuance in a transaction that does not require registration under the 1933 Securities Act (based in part on the accuracy of the representations and warranties of Subscriber contained herein), and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Securities Act or any applicable state securities laws or is exempt from such registration.
Appears in 1 contract
Samples: Subscription Agreement (Millennium Healthcare Inc.)
Compliance with Securities Act. The Subscriber understands and --------------------------------- agrees that the Securities have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of Subscriber contained herein), and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration.
Appears in 1 contract
Compliance with Securities Act. The Subscriber understands and agrees that the Securities have not been registered under the 1933 Securities Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Securities Act (based in part on the accuracy of the representations and warranties of Subscriber contained herein), and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or Securities Act, any applicable state securities laws laws, or is exempt from such registration.
Appears in 1 contract
Compliance with Securities Act. The Subscriber understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of the Subscriber contained herein), and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration.
Appears in 1 contract
Samples: Subscription Agreement (China Commercial Credit Inc)
Compliance with Securities Act. The Subscriber understands and ------------------------------ agrees that the Securities have not been registered under the Securities Act of 1933, as amended (the "1933 Act or any applicable state securities laws, Act") by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of Subscriber contained herein)Act, and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration.
Appears in 1 contract
Samples: Subscription Agreement (Advanced Aerodynamics & Structures Inc/)
Compliance with Securities Act. The Subscriber understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of Subscriber contained herein), and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration.. (e)
Appears in 1 contract
Samples: Subscription Agreement (Emergency Filtration Products Inc/ Nv)
Compliance with Securities Act. The Subscriber understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities State Securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of Subscriber contained herein), and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities State Securities laws or is exempt from such registration.
Appears in 1 contract
Samples: Collateral Agent Agreement (Select Media Communications Inc)
Compliance with Securities Act. The Subscriber understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of Subscriber contained herein), and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration.contained
Appears in 1 contract