No Registration under Securities Act. The Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
No Registration under Securities Act. Neither this Warrant ------------------------------------ Certificate nor the Warrant Shares have been registered under the Securities Act of 1933, as amended (the "Act") or under the securities laws of any state. In issuing this Warrant Certificate, the Company has relied upon the exemption from registration provided by Section 4(2) of the Act for transactions by an issuer not involving any public offering. The holder of this Warrant Certificate acknowledges by acceptance of this Warrant Certificate that the sale of Warrants, or of any of the Warrant Shares, under certain circumstances may be deemed to constitute a distribution within the meaning of, and require registration under, the Act.
No Registration under Securities Act. Neither the Warrants nor the Warrant Shares have been registered under the Securities Act, but they have been issued pursuant to a valid exemption from the Securities Act pursuant to Section 1145 of the Bankruptcy Code. The Holder of each Warrant Certificate, by acceptance thereof, represents that it is acquiring the Warrants to be issued to it for its own account and not with a view to the distribution thereof, and agrees not to sell, transfer, pledge or hypothecate any Warrants or any Warrant Shares unless a registration statement is effective for such Warrants or Warrant Shares under the Securities Act or in the opinion of such holder's counsel (a copy of which opinion shall be delivered to the Company) such transaction is exempt from the registration requirements of the Securities Act; provided that Warrants and Warrant Shares issued to such Holder may be transferred to any Affiliate of such Holder, without any such registration (to the extent permitted by law) or opinion, subject to the foregoing restriction on any further sale, transfer, pledge or hypothecation by such Affiliate.
No Registration under Securities Act. Neither the Warrants nor the Warrant Shares have been registered under the Securities Act, but they have been issued pursuant to a valid exemption from the Securities Act pursuant to Section 1145 of the Bankruptcy Code.
No Registration under Securities Act. Buyer understands and acknowledges that the sale of the Seller Units has not and is not being registered under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any U.S. state or other jurisdiction, nor is such registration contemplated, and the Seller Units cannot be resold without registration thereunder or exemption therefrom. Buyer recognizes that no public market now exists for any of the Seller Units issued by the Company, and that no such market is expected to develop in the future. Buyer acknowledges that the Seller Units may be required to be held indefinitely unless subsequently registered under the Securities Act or an exemption from registration is available.
No Registration under Securities Act. The Purchaser understands and acknowledges that the Interest has not been registered under the Securities Act or any state securities laws. The Purchaser understands that the Interest cannot be sold unless it is subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available.
No Registration under Securities Act. Neither this Warrant nor any shares issuable upon the exercise of this Warrant have been registered under the Securities Act or under the securities laws of any state. In issuing this Warrant the Company has relied upon the exemption from registration provided by Section 4(2) of the Securities Act for transactions by an issuer not involving any public offering. Holdxx xxx represented to the Company that it has not acquired this Warrant with a view to distribution and that any shares issuable upon exercise of this Warrant will not be acquired by it with a view to distribution. Holder acknowledges by acceptance of the Warrant that the sale of the Warrant or of any shares issuable upon exercise of this Warrant, under certain circumstances may be deemed to constitute a distribution within the meaning of, and require registration under the Securities Act.
No Registration under Securities Act. Neither the Warrant nor the Warrant Shares have been registered under the Securities Act of 1933, as amended (such Act, or any similar Federal statute then in effect, being the “Act”). The Warrant Shares will be marked with a legend similar to the one appearing on the Warrant Certificate. The holder of this Warrant Certificate, by acceptance hereof, represents that it is acquiring the Warrant to be issued to it for its own account and not with a view to the distribution thereof, and agrees not to sell, transfer, pledge or hypothecate any Warrant or any Warrant Shares unless a registration statement is effective for such Warrant or Warrant Shares under the Act or in the opinion of such holder’s counsel (a copy of which opinion shall be delivered to the Company) such transaction is exempt from the registration requirements of the Act.
No Registration under Securities Act. SEC DOCUMENTS; ADEPT FINANCIAL STATEMENTS
(a) Subject to Section2.8(b), the Adept Shares to be issued pursuant to this Agreement will not be registered under the Securities Act of 1933 of the United States, and the rules and regulations thereunder, as amended (the "SECURITIES ACT"). Prior to the Contingency Date, each holder of Adept Shares shall have provided Adept such additional information regarding such holder's financial and investment background, investment intent and jurisdiction of domicile as Adept may reasonably request to ensure the availability of an exemption from the registration requirements of the Securities Act.
(b) Within 60 days after the Contingency Date, Adept shall file a registration statement with the SEC to register the Adept Shares to be issued pursuant to this Agreement and shall use all commercially reasonable efforts to cause the same to be declared effective by the SEC as promptly as practicable after such filing. Adept shall prepare and promptly file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 90 days. Adept shall also (1) use all commercially reasonable efforts to register or qualify the Adept Shares as promptly as practicable under such other securities or blue sky laws of such jurisdictions in the United States as any Escrow Party or Minority Shareholder reasonably (in light of the intended plan of distribution) requests and (2) use all commercially reasonable efforts to cause all such Adept Shares to be listed on each securities exchange on which similar securities issued by Adept are then listed or quoted on any inter-dealer quotation system on which similar securities issued by Adept are then quoted.
(c) Notwithstanding the foregoing, Adept may defer the filing of a registration statement required by this Section 2.8 for a period not to exceed 180 days after the Contingency Date if at the time of the proposed filing Adept is not able to use Form S-3 or any successor form or is engaged in confidential business activities or developments (such activities or developments referred to herein as "PENDING MATTERS"), disclosure of which may, in the good faith judgment of the Board of Directors of Adept, materially and adversely affect Adept or the successful conclusion of such Pending Matter. A deferral of the filing of a registration statement pursuant ...
No Registration under Securities Act. The Holder understands and acknowledges that the Warrants and the shares of Common Stock issuable upon conversion thereof are not being registered under the 1933 Act or any state securities laws, on the grounds that the issuance thereof is exempt under Section 4(2) of the 1933 Act, and such state securities laws as a transaction by an issuer not involving any public offering, and that reliance on such exemption is predicated in part on the representations by the Holder herein. The Holder understands that the Warrants cannot be sold unless they are subsequently registered under the 1933 Act and applicable state securities laws or an exemption from such registration is available.
