Exemption; Restricted Securities Sample Clauses
The "Exemption; Restricted Securities" clause defines how certain securities issued in a transaction are classified as restricted and the legal exemptions that allow their issuance without full registration under securities laws. In practice, this clause typically specifies that the securities are not registered with regulatory authorities and may only be transferred or resold under specific conditions, such as compliance with applicable exemptions or after a holding period. Its core function is to ensure compliance with securities regulations while clarifying the limitations on transferability, thereby protecting both the issuer and investors from inadvertent legal violations.
Exemption; Restricted Securities. The Holder understands that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from registration under applicable securities laws and that the Company’s reliance on such exemptions is predicated, in part, upon the Holder’s representations and warranties set forth herein. The Holder understands that in the absence of an effective registration statement covering the Notes, or an exemption therefrom under the applicable securities laws, such securities must be held indefinitely.
Exemption; Restricted Securities. The Purchaser understands that the Securities have not been registered under the Securities Act or any state securities laws, on the grounds that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from registration under the Securities Act and under applicable state securities laws and that the Company’s reliance on such exemptions is predicated in part upon the Purchaser’s representations and warranties set forth herein. The Purchaser understands that in the absence of an effective registration statement covering the Securities, or an exemption therefrom under the Securities Act and all applicable state securities laws, such securities must be held indefinitely.
Exemption; Restricted Securities. The Purchaser understands that the Notes, the Warrants, and the Warrant Shares have not been registered under the Securities Act or any state securities laws, on the grounds that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from registration under the Securities Act and under applicable state securities laws and that the Company’s reliance on such exemptions is predicated in part upon the Purchaser’s representations and warranties set forth herein. The Purchaser understands that in the absence of an effective registration statement covering the Notes, the Warrants, and the Warrant Shares, or an exemption therefrom under the Securities Act and all applicable state securities laws, such securities must be held indefinitely.