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. Assuming the accuracy of the representations and warranties of the Initial Purchasers in Section 8 hereof, it is not necessary in connection with the offer, sale and delivery of the Notes to the Initial Purchasers and the conversion of the Notes into Conversion Shares, in each case in the manner contemplated by this Agreement, the Indenture, the Offering Memorandum and the Final Memorandum to register any of the Notes or the Conversion Shares under the Act or to qualify the Indenture under the TIA.
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").
No Registration or Qualification. Investor understands and acknowledges to have been advised by the Company that the Shares will be issued by the Company without registration under the Securities Act of 1933, s amended (the "Securities Act"), and without qualification or registration under applicable state securities laws (the "Blue Sky Laws") pursuant to exemptions from the registration and/or qualification requirements contained in the Securities Act and in the Blue Sky Laws. Investor understands that the Shares must be held indefinitely by Investor unless (a) the Shares subsequently are registered or qualified under the Securities Act and under the Blue Sky Laws or (b) one or more exemptions from the registration or qualification requirements under the Securities Act and under the Blue Sky Laws are available in connection with any proposed transfer of the Shares by Investor. Unless the Company grants registration rights to Investor under the terms of this Agreement, Investor understands and acknowledges to have been advised by the Company that the Company has no obligation as any time to register or qualify any of the Shares under the Securities Act and/or any Blue Sky Law.
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. The Investor acknowledges that the Securities have not been and will not be registered under the Securities Act and are being offered and sold under one or more of the exemptions from registration provided for in Sections 4(2) and 3(b) of the Securities Act. The Investor also acknowledges that the Company is relying on the truth and accuracy of the Investor’s representations, warranties, and acknowledgments made in this Agreement, including without limitation, the bona fide nature of the investment intent as expressed herein, in offering the Securities for sale without registering them under the Securities Act or qualifying them under applicable state securities laws.
