No Registration or Qualification. The transaction contemplated under the Transaction Document is structured as a private agreement between the Grantor, the Holder and the Calculation Agent. No offering circular or prospectus in connection with the Option will be prepared. • Neither the Holder nor the Option have been or will be registered or qualified under the securities Laws of any jurisdiction. The absence of registration or qualification under the securities Laws of any jurisdiction means that the protections available from these or any similar Laws will not generally be available to the Grantor.
No Registration or Qualification. Purchaser understands and acknowledges to have been advised by the Seller that the Shares sold hereunder are without registration under the Securities Act of 1933, as amended (the "Securities Act"), and without qualification or registration under applicable state securities laws (the "Blue Sky Laws") pursuant to exemptions from the registration or qualification requirements of the Securities Act and the Blue Sky Laws.
No Registration or Qualification. I acknowledge that the Units that I am purchasing have not been registered or qualified with or approved or disapproved by the Securities and Exchange Commission, or the securities commissioner of any state, and neither the Securities and Exchange Commission nor any other authority has passed upon or endorsed the adequacy or merits of this Offering. I also understand that my Units may not be transferred in the absence of such registration and qualification or an exemption therefrom, as well as the Company s receipt (unless expressly waived by the Company) of a written opinion of counsel satisfactory to the Company to the effect that the transfer will not violate applicable securities laws or adversely affect the tax status of the Company.
No Registration or Qualification. Subscriber understands that the offering and sale of Units are intended to be exempt from registration or qualification under the Securities Act of 1933, as amended (the "1933 Act") and any applicable state securities ("blue sky") laws and that the Partnership and the offering of the Units have not been approved, disapproved, or reviewed by any federal or state agency or commission or by any exchange or other self-regulatory organization. Subscriber has a substantive and pre-existing relationship with the General Partner or its principals, employees, agents or representatives, (including the Selling Agents).
No Registration or Qualification. Subject to compliance by the Purchaser with the representations and warranties set forth in Section 3.2 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Purchaser contemplated by this Agreement to register the Securities under the Act.
No Registration or Qualification. In reliance on the representations and warranties of Optionee, Optionee acknowledges they are aware that the Option, and, the underlying Shares will be offered without registration under the Act, in reliance upon the non-public offering exemption provided in Section 4(2) thereof (and any other exemption available under the Act) and Regulation D promulgated thereunder, and will be offered and sold without being qualified with the California Commissioner of Corporations, in reliance upon Section 25102(f) of the Code and the regulations promulgated thereunder and in reliance on similar exemptions of any other states, if applicable. Optionee further acknowledges that Optionee has no right to require such registration or qualification in the future and that any right to transfer the Option, or, if exercised, the Shares is severely restricted by the Act and by applicable state securities laws, by an absence of a market for the Option and/or Shares and by the terms of this Agreement.
No Registration or Qualification. The Company acknowledges that the Units are being acquired without registration or qualification under any federal or state securities laws, and that the Units are being transferred pursuant to applicable exemptions from any registration requirements.
No Registration or Qualification. Without limiting any provision herein, no registration under the Securities Act of 1933, as amended (the “Act”), and no qualification of the Indenture under the Trust Indenture Act of 1939, as amended (“TIA”), is required for the offer or sale of the Securities to the Purchasers as contemplated hereby assuming the accuracy of the Purchasers’ representations contained herein regarding the absence of general solicitation in connection with the sale of the Securities to the Purchasers or for resales in accordance with the transfer and exchange provisions of the Indenture in the case of the Notes and the Warrant Agreement in the case of the Warrants. The Notes and the Warrants will be, upon issuance, eligible for resale pursuant to Rule 144A under the Act and no other securities of the Companies are of the same class (within the meaning of Rule 144A under the Act) as the Notes or the Warrants and listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or quoted in a U.S. automated inter-dealer quotation system.
No Registration or Qualification. Each Security Holder -------------------------------- receiving Preferred Shares acknowledges and agrees with the Company that (i) the Preferred Shares have not been, and will not be, registered under the Act, or qualified under any state securities laws, and (ii) any sale or other disposition of the Preferred Shares by such Security Holder will be limited to a transaction permitted by this Agreement and the terms of the Preferred Shares and as to which, in each instance, an exemption from the registration requirements of the Act and any applicable requirements under state securities laws can be established to the satisfaction of the Company.
No Registration or Qualification. It is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each subsequent purchaser in the manner contemplated by this Agreement to register the Securities under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "TRUST INDENTURE ACT").
