Common use of Exempt from Registration; Restricted Securities Clause in Contracts

Exempt from Registration; Restricted Securities. Each Purchaser understands that the sale of the Notes will not be registered under the Act on the grounds that the sale provided for in this Agreement is exempt from registration under of the Act, and that the reliance of Holdings on such exemption is predicated in part on each Purchaser’s representations set forth in this Agreement. Each Purchaser understands that the Notes and the securities issuable upon exercise or conversion thereof are restricted securities within the meaning of Rule 144 under the Act, and must be held indefinitely unless they are subsequently registered or an exemption from such registration is available.

Appears in 2 contracts

Samples: Convertible Note Purchase and Security Agreement, Convertible Note Purchase and Security Agreement (Kodiak Sciences Inc.)

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Exempt from Registration; Restricted Securities. Each Purchaser understands that the sale of the Notes will not be registered under the Act on the grounds that the sale provided for in this Agreement is exempt from registration under of the Act, and that the reliance of Holdings the Company on such exemption is predicated in part on each Purchaser’s representations set forth in this Agreement. Each Purchaser understands that the Notes and the securities issuable upon exercise or conversion thereof are restricted securities within the meaning of Rule 144 under the Act, and must be held indefinitely unless they are subsequently registered or an exemption from such registration is available.

Appears in 2 contracts

Samples: Convertible Note Purchase Agreement, Convertible Note Purchase Agreement (Kodiak Sciences Inc.)

Exempt from Registration; Restricted Securities. Each Purchaser understands You understand that the sale of the Notes will not be registered under the Act Act, on the grounds ground that the sale provided for in this Agreement is exempt from registration under of the Securities Act, and that the reliance of Holdings the Company on such exemption is predicated in part on each Purchaser’s your representations and warranties set forth in this Agreement. Each Purchaser understands You understand that the Notes and the securities issuable upon exercise or conversion thereof are restricted securities within the meaning of Rule 144 under the Act, Securities Act and must be held indefinitely unless they are subsequently registered or an exemption from such registration is available.

Appears in 1 contract

Samples: Note Purchase Agreement (Globix Corp)

Exempt from Registration; Restricted Securities. Each The Purchaser understands that the sale of the Notes Warrants will not be registered under the Securities Act of 1933, as amended (the "Act"), on the grounds ground that the sale provided for in this Agreement is exempt from registration under of the Act, and that the reliance of Holdings the Company on such exemption is predicated in part on each the Purchaser’s 's representations set forth in this Agreement. Each The Purchaser understands that the Notes and the securities issuable upon exercise or conversion thereof Securities are restricted securities within the meaning of Rule 144 under the Act, and must be held indefinitely unless they are subsequently registered or an exemption from such registration is available.

Appears in 1 contract

Samples: Warrant Purchase Agreement (Integrated Process Equipment Corp)

Exempt from Registration; Restricted Securities. Each Purchaser understands that the sale of the Notes will not be registered under the Securities Act on the grounds that the sale provided for in this Agreement is exempt from registration under of the Securities Act, and that the reliance of Holdings on such exemption is predicated in part on each Purchaser’s representations set forth in this Agreement. Each Purchaser understands that the Notes and the securities issuable upon exercise or conversion thereof are restricted securities within the meaning of Rule 144 under the Securities Act, and must be held indefinitely unless they are subsequently registered or an exemption from such registration is available.

Appears in 1 contract

Samples: Securities Purchase Agreement (Evofem Biosciences, Inc.)

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Exempt from Registration; Restricted Securities. Each Purchaser understands that the sale of the Notes will not be registered under the Securities Act on the grounds that the sale provided for in this Agreement is exempt from registration under of the Securities Act, and that the reliance of Holdings on such exemption is predicated in part on each Purchaser’s representations set forth in this Agreement. Each Purchaser understands that the Notes and the securities issuable upon exercise or conversion thereof Conversion Shares are restricted securities within the meaning of Rule 144 under the Act, Securities Act and must be held indefinitely unless they are subsequently registered or an exemption from such registration is available.

Appears in 1 contract

Samples: Note Purchase Agreement (Allurion Technologies, Inc.)

Exempt from Registration; Restricted Securities. Each Purchaser understands that the sale of the Notes will not be registered under the Securities Act on the grounds that the sale provided for in this Agreement is exempt from registration under of the Securities Act, and that the reliance of Holdings on such exemption is predicated in part on each Purchaser’s representations set forth in this Agreement. Each Purchaser understands that the Notes and the securities issuable upon exercise or conversion thereof Conversion Shares are restricted securities within the meaning of Rule 144 under the Securities Act, and must be held indefinitely unless they are subsequently registered or an exemption from such registration is available.

Appears in 1 contract

Samples: Note Purchase Agreement (Heron Therapeutics, Inc. /De/)

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