Common use of Investment Representation and Legend Clause in Contracts

Investment Representation and Legend. The holder, by acceptance of the Warrants, represents and warrants to the Company that it is acquiring the Warrants and the shares of Common Stock (or other securities) issuable upon the exercise hereof for investment purposes only and not with a view towards the resale or other distribution thereof and agrees that the Company may affix upon this Warrant the following legend: "This Warrant has been issued in reliance upon the representation of the holder that it has been acquired for investment purposes and not with a view towards the resale or other distribution thereof. Neither this Warrant nor the shares issuable upon the exercise of this Warrant have been registered under the Securities Act of 1933, as amended." The holder, by acceptance of this Warrant, further agrees that the Company may affix the following legend to certificates for shares of Common Stock issued upon exercise of this Warrant: "The securities represented by this certificate have been issued in reliance upon the representation of the holder that they have been acquired for investment and not with a view toward the resale or other distribution thereof, and have not been registered under the Securities Act of 1933, as amended. Neither the securities evidenced hereby, nor any interest therein, may be offered, sold, transferred, encumbered or otherwise disposed of unless either (i) there is an effective registration statement under said Act relating thereto or (ii) the Company has received an opinion of counsel, reasonably satisfactory in form and substance to the Company, stating that such registration is not required."

Appears in 6 contracts

Samples: Warrant Purchase Agreement (Bion Environmental Technologies Inc), Warrant Agreement (Bion Environmental Technologies Inc), Management Agreement (Bion Environmental Technologies Inc)

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Investment Representation and Legend. The holderHolder, by acceptance of the Warrants, represents and warrants to the Company that it is acquiring the Warrants and the shares of Common Stock (or other securities) issuable upon the exercise hereof for investment purposes only and not with a view towards the resale or other distribution thereof and agrees that the Company may affix upon this Warrant the following legend: "This Warrant has been issued in reliance upon the representation of the holder Holder that it has been acquired for investment purposes and not with a view towards the resale or other distribution thereof. Neither this Warrant nor the shares issuable upon the exercise of this Warrant have been registered under the Securities Act of 1933, as amended." The holderHolder, by acceptance of this Warrant, further agrees that the Company may affix the following legend to certificates for shares of Common Stock issued upon exercise of this Warrant: "The securities represented by this certificate have been issued in reliance upon the representation of the holder Holder that they have been acquired for investment and not with a view toward the resale or other distribution thereof, and have not been registered under the Securities Act of 1933, as amended. Neither the securities evidenced hereby, nor any interest therein, may be offered, sold, transferred, encumbered or otherwise disposed of unless either (i) there is an effective registration statement under said Act relating thereto or (ii) the Company has received an opinion of counsel, reasonably satisfactory in form and substance to the Company, stating that such registration is not required."

Appears in 5 contracts

Samples: Promissory Note (Bion Environmental Technologies Inc), Warrant Agreement (Bion Environmental Technologies Inc), Warrant Agreement (Bion Environmental Technologies Inc)

Investment Representation and Legend. The holder, by acceptance of the WarrantsWarrant, represents and warrants to the Company Aurora that it is acquiring the Warrants Warrant and the shares of Common Stock (or other securities) issuable upon the exercise hereof for investment purposes only and not with a view towards the resale or other distribution thereof and agrees that the Company Aurora may affix upon this Warrant the following legend: "This Warrant has been issued in reliance upon the representation of the holder that it has been acquired for investment purposes and not with a view towards the resale or other distribution thereof. Neither this Warrant nor the 8 9 shares issuable upon the exercise of this Warrant have been registered under the Securities Act of 1933, as amended." The holder, by acceptance of this Warrant, further agrees that the Company Aurora may affix the following legend to certificates for shares of Common Stock issued upon exercise of this Warrant: "The securities represented by this certificate have been issued in reliance upon the representation of the holder that they have been acquired for investment and not with a view toward the resale or other distribution thereof, and have not been registered under the Securities Act of THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amended. Neither the securities evidenced herebyAS AMENDED, nor any interest thereinAND MAY NOT BE SOLD, may be offered, sold, transferred, encumbered or otherwise disposed of unless either (i) there is an effective registration statement under said Act relating thereto or (ii) the Company has received an opinion of counsel, reasonably satisfactory in form and substance to the Company, stating that such registration is not requiredTRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THE ACT OR UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION AN EXEMPTION FROM REGISTRATION IS AVAILABLE."

Appears in 2 contracts

Samples: Warrant Agreement (Aurora Electronics Inc), Warrant Agreement (Aurora Electronics Inc)

Investment Representation and Legend. The holderUnless the offering and sale of this Warrant by the Company to Holder is subject to an effective registration statement under the Securities Act, the Holder, by acceptance of the Warrantsthis Warrant, represents and warrants to the Company that it the holder is acquiring the Warrants and the shares of Common Stock (or other securities) issuable upon the exercise hereof Warrant for investment purposes only and not with a view towards the resale or other distribution thereof and agrees that the Company may affix upon this Warrant the following legend: "This Warrant has been issued in reliance upon the representation of the holder that it has been acquired its own account for investment purposes and not with a view towards toward the resale or other distribution thereof. Neither this Unless the offering and sale of the Warrant nor the shares issuable Shares to be issued upon the particular exercise of this the Warrant shall have been effectively registered under the Securities Act of 1933Act, as amended." The holder, the Company shall be under no obligation to issue the Warrant Shares covered by acceptance of this Warrant, further agrees such exercise unless and until the Holder who exercises the Warrant shall provide the Company with such information that it may reasonably request to satisfy itself that the Company may affix issuance of the following legend to certificates for shares of Common Stock issued Warrant Shares upon exercise of this Warrant: "The the Warrant complies with an applicable federal and state securities represented laws, including, but not limited to, a representation by this certificate have been issued in reliance upon such Holder to the representation Company, at the time of the holder such exercise, that they have been acquired such person or entity is acquiring such Warrant Shares for his or her or its own account, for investment and not with a view toward to, or for sale in connection with, the resale or other distribution thereofof any such Warrant Shares, and in which event the person acquiring such Warrant Shares shall be bound by the provisions of a legend, substantially as follows, which shall be endorsed upon the certificate(s) evidencing the Warrant Shares issued pursuant to such exercise: “The shares represented by this certificate have not been registered under the Securities Act of 1933, as amendedamended (the “Securities Act”). Neither the securities evidenced hereby, nor any interest therein, Such shares may not be offered, sold, transferred, encumbered transferred or otherwise disposed of unless either (i) there is an effective registration statement they have first been registered under said the Securities Act relating thereto or (ii) or, unless, in the Company has received an opinion of counsel, reasonably counsel satisfactory in form and substance to the Company’s counsel, stating that such registration is not required."

Appears in 2 contracts

Samples: Warrant Agreement (Hudson Technologies Inc /Ny), Placement Agent Agreement (Hudson Technologies Inc /Ny)

Investment Representation and Legend. The holderHolder, by acceptance of the Warrantsthis Warrant, represents and warrants to the Company that it the holder is acquiring the Warrants and the shares of Common Stock (or other securities) issuable upon the exercise hereof Warrant for investment purposes only and not with a view towards the resale or other distribution thereof and agrees that the Company may affix upon this Warrant the following legend: "This Warrant has been issued in reliance upon the representation of the holder that it has been acquired its own account for investment purposes and not with a view towards toward the resale or other distribution thereof. Neither this Unless the offering and sale of the Warrant nor the shares issuable Shares to be issued upon the particular exercise of this the Warrant shall have been effectively registered under the Securities Act of 1933Act, as amended." The holder, the Company shall be under no obligation to issue the Warrant Shares covered by acceptance of this Warrant, further agrees such exercise unless and until the Holder who exercises the Warrant shall provide the Company with such information that it may reasonably request to satisfy itself that the Company may affix issuance of the following legend to certificates for shares of Common Stock issued Warrant Shares upon exercise of this Warrant: "The the Warrant complies with an applicable federal and state securities represented laws, including, but not limited to, a representation by this certificate have been issued in reliance upon such Holder to the representation Company, at the time of the holder such exercise, that they have been acquired such Person or entity is acquiring such Warrant Shares for his or her or its own account, for investment and not with a view toward to, or for sale in connection with, the resale or other distribution thereofof any such Warrant Shares, and in which event the Person acquiring such Warrant Shares shall be bound by the provisions of a legend, substantially as follows, which shall be endorsed upon the certificate(s) evidencing the Warrant Shares issued pursuant to such exercise: “The shares represented by this certificate have not been registered under the Securities Act of 1933, as amendedamended (the “Securities Act”). Neither the securities evidenced hereby, nor any interest therein, Such shares may not be offered, sold, transferred, encumbered transferred or otherwise disposed of unless either (i) there is an effective registration statement they have first been registered under said the Securities Act relating thereto or (ii) or, unless, in the Company has received an opinion of counsel, reasonably counsel satisfactory in form and substance to the Company’s counsel, stating that such registration is not required."

Appears in 2 contracts

Samples: Securities Purchase Agreement (Efactor Group Corp.), Securities Purchase Agreement (Efactor Group Corp.)

Investment Representation and Legend. The holder, by acceptance of the WarrantsWarrant, represents and warrants to the Company Corporation that it is acquiring the Warrants Warrant and the shares of Common Stock (or other securities) issuable upon the exercise hereof for investment purposes only and not with a view towards the resale or other distribution thereof and agrees that the Company Corporation may affix upon this Warrant the following legend: "This Warrant has been issued in reliance upon the representation of the holder that it has been acquired for investment purposes and not with a view towards the resale or other distribution thereof. Neither this Warrant nor the shares issuable upon the exercise of this Warrant have been registered under the Securities Act of 1933, as amended." The holder, by acceptance of this Warrant, further agrees that the Company Corporation may affix the following legend to certificates for shares of Common Stock issued upon exercise of this Warrant: "The securities represented by this certificate have been issued in reliance upon the representation of the holder that they have been acquired for investment and not with a view toward the resale or other distribution thereof, and have not been registered under the Securities Act of 1933, as amended. Neither the securities evidenced hereby, nor any interest therein, may be offered, sold, transferred, encumbered or otherwise disposed of unless either (i) there is an effective registration statement under said Act relating thereto or (ii) the Company Corporation has received an opinion of counsel, reasonably satisfactory in form and substance to the CompanyCorporation, stating that such registration is not required."

Appears in 2 contracts

Samples: Note and Warrant Purchase Agreement (Furman Selz Sbic L P), Warrant Agreement (Furman Selz Sbic L P)

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Investment Representation and Legend. The holder, by acceptance of the WarrantsWarrant, represents and warrants to the Company Corporation that it is acquiring the Warrants Warrant and the shares of Common Stock (or other securities) issuable upon the exercise hereof for investment purposes only and not with a view towards the resale or other distribution thereof and agrees that (a) it will not offer, sell, transfer, encumber or otherwise dispose of the Company Warrant or any of the shares of Common Stock (or other securities) issuable upon the exercise hereof unless either (i) there is an effective registration statement under said Act relating thereto or (ii) the Corporation has received an opinion of counsel, reasonably satisfactory in form and substance to the Corporation, stating that such registration is not required; and (b) the Corporation may affix upon this Warrant the following legend: "This Warrant has been issued in reliance upon the representation of the holder that it has been acquired for investment purposes and not with a view towards the resale or other distribution thereof. Neither this Warrant nor the shares issuable upon the exercise of this Warrant have been registered under the Securities Act of 1933, as amended." The holder, by acceptance of this Warrant, further agrees that the Company Corporation may affix the following legend to certificates for shares of Common Stock issued upon exercise of this Warrant: "The securities represented by this certificate have been issued in reliance upon the representation of the holder that they have been acquired for investment and not with a view toward the resale or other distribution thereof, and have not been registered under the Securities Act of 1933, as amended. Neither the securities evidenced hereby, nor any interest therein, may be offered, sold, transferred, encumbered or otherwise disposed of unless either (i) there is an effective registration statement under said Act relating thereto or (ii) the Company Corporation has received an opinion of counsel, reasonably satisfactory in form and substance to the CompanyCorporation, stating that such registration is not required."

Appears in 1 contract

Samples: Guaranty Agreement (Med E America Corp)

Investment Representation and Legend. The holder, by acceptance of the WarrantsWarrant, represents and warrants to the Company Corporation that it is acquiring the Warrants Warrant and the shares of Common Stock (or other securities) issuable upon the exercise hereof for investment purposes only and not with a view towards the resale or other distribution thereof and agrees that (a) it will not offer, sell, transfer, encumber or otherwise dispose of the Company Warrant or any of the shares of Common Stock (or other securities) issuable upon the exercise hereof unless either (i) there is an effective registration statement under said Act relating thereto or (ii) the Corporation has received an opinion of counsel, reasonably satisfactory in form and substance to the Corpora tion, stating that such registration is not required; and (b) the Corporation may affix upon this Warrant the following legend: "This Warrant has been issued in reliance upon the representation of the holder that it has been acquired for investment purposes and not with a view towards the resale or other distribution thereof. Neither this Warrant nor the shares issuable upon the exercise of this Warrant have been registered under the Securities Act of 1933, as amended." The holder, by acceptance of this Warrant, further agrees that the Company Corporation may affix the following legend to certificates for shares of Common Stock issued upon exercise of this Warrant: "The securities represented by this certificate have been issued in reliance upon the representation of the holder that they have been acquired for investment and not with a view toward the resale or other distribution thereof, and have not been registered under the Securities Act of 1933, as amended. Neither the securities evidenced hereby, nor any interest therein, may be offered, sold, transferred, encumbered or otherwise disposed of unless either (i) there is an effective registration statement under said Act relating thereto or (ii) the Company Corporation has received an opinion of counsel, reasonably satisfactory in form and substance to the CompanyCorporation, stating that such registration is not required."

Appears in 1 contract

Samples: Agreement (Med E America Corp)

Investment Representation and Legend. The holder, by acceptance of the Bridge Warrants, represents and warrants to the Company that it is acquiring the Bridge Warrants and the shares of Common Stock (or other securities) issuable upon the exercise hereof for investment purposes only and not with a view towards the resale or other distribution thereof and agrees that the Company may affix upon this Bridge Warrant the following legend: "This Warrant has been issued in reliance upon the representation of the holder that it has been acquired for investment purposes and not with a view towards the resale or other distribution thereof. Neither this Warrant nor the shares issuable upon the exercise of this Warrant have been registered under the Securities Act of 1933, as amended." The holder, by acceptance of this Bridge Warrant, further agrees that the Company may affix the following legend to certificates for shares of Common Stock issued upon exercise of this Bridge Warrant: "The securities represented by this certificate have been issued in reliance upon the representation of the holder that they have been acquired for investment and not with a view toward the resale or other distribution thereof, and have not been registered under the Securities Act of 1933, as amended. Neither the securities evidenced hereby, nor any interest therein, may be offered, sold, transferred, encumbered or otherwise disposed of unless either (i) there is an effective registration statement under said Act relating thereto or (ii) the Company has received an opinion of counsel, reasonably satisfactory in form and substance to the Company, stating that such registration is not required."

Appears in 1 contract

Samples: Bridge Warrant (Bion Environmental Technologies Inc)

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