No Registration. The Securities have not been registered under the Securities Act or any state securities laws and may not be transferred, sold, assigned, hypothecated or otherwise disposed of unless registered under the Securities Act and applicable state securities laws or unless registered or an exemption from such registration is available. The Creditor represents and warrants and hereby agrees that all offers and sales of the Securities shall be made only pursuant to such registration or to such exemption from registration;
Appears in 9 contracts
Samples: Debt Settlement Agreement and Release (Freeseas Inc.), Debt Settlement Agreement and Release (Freeseas Inc.), Debt Settlement Agreement and Release (Freeseas Inc.)
No Registration. The Securities and any component thereof have not been registered under the Securities Act or any applicable state securities laws by reason of exemptions from the registration requirements of the Act and such laws, and may not be transferred, sold, assignedpledged, hypothecated assigned or otherwise disposed of unless registered in the absence of an effective registration of the Securities and any component thereof under the Securities Act and applicable state securities laws or unless registered or an exemption from such registration is available. The Creditor represents and warrants and hereby agrees that all offers and sales of the Securities shall be made only pursuant to such registration or to such exemption from registration;
Appears in 7 contracts
Samples: Registration Rights Agreement (Viragen Inc), Subscription Agreement (Aureal Semiconductor Inc), Registration Rights Agreement (Viragen Inc)
No Registration. The Securities have not been registered under the --------------- Securities Act or any state securities laws and may not be transferred, sold, assigned, hypothecated or otherwise disposed of unless registered such transaction is the subject of a registration statement filed with and declared effective by the Securities and Exchange Commission (the "SEC") or unless an exemption from the registration requirements under the Securities Act and applicable state securities laws or unless registered or an exemption from Act, such registration as Rule 144, is available. The Creditor Holder represents and warrants and hereby agrees that all offers and sales of the Securities shall be made only pursuant to such registration or to such exemption from registration;
Appears in 5 contracts
Samples: Sequiam Corp, Sequiam Corp, Sequiam Corp
No Registration. The Securities and any component thereof have not been registered under the Securities Act or any applicable state securities laws by reason of exemptions from the registration requirements of the Act and such laws, and may not be transferred, sold, assignedpledged, hypothecated assigned or otherwise disposed of unless registered in the absence of an effective registration of the Securities and any component thereof under the Securities Act and applicable state securities laws or unless registered or an exemption from such registration is available. The Creditor represents and warrants and hereby agrees that all offers and sales of the Securities shall be made only pursuant to such registration or to such exemption from registration;; 3.4
Appears in 3 contracts
Samples: Medcare Technologies Inc, Medcare Technologies Inc, Medcare Technologies Inc
No Registration. The Lender understands that the Securities have not been registered under the Securities Act or any applicable state securities laws laws, and may not will be transferred, sold, assigned, hypothecated or otherwise disposed of unless registered issued in reliance on exemptions from registration under the Securities Act and applicable state securities laws. Neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or unless registered or an to comply with the terms and conditions of any exemption from such registration is available. The Creditor represents and warrants and hereby agrees that all offers and sales of the Securities shall be made only pursuant to such registration or to such exemption from registration;thereunder.
Appears in 2 contracts
Samples: Equity Exchange Agreement, Equity Exchange Agreement (Sun BioPharma, Inc.)
No Registration. The Securities and any component thereof have --------------- not been registered under the Securities Act or any applicable state securities laws by reason of exemptions from the registration requirements of the Act and such laws, and may not be transferred, sold, assignedpledged, hypothecated assigned or otherwise disposed of unless registered in the absence of an effective registration of the Securities and any component thereof under the Securities Act and applicable state securities laws or unless registered or an exemption from such registration is available. The Creditor represents and warrants and hereby agrees that all offers and sales of the Securities shall be made only pursuant to such registration or to such exemption from registration;
Appears in 2 contracts
Samples: Agreement (Franklin Telecommunications Corp), Agreement (Franklin Telecommunications Corp)
No Registration. The Securities have not been registered under the Securities Act or any state securities laws and may not be transferred, sold, assigned, hypothecated or otherwise disposed of unless registered under the Securities Act and applicable state securities laws or unless registered or an exemption from such registration is available. The Creditor Purchaser represents and warrants and hereby agrees that all offers and sales of the Securities and the Securities shall be made only pursuant to such registration or to such exemption from registration;
Appears in 1 contract
No Registration. The Securities and any component thereof --------------- have not been registered under the Securities Act or any applicable state securities laws by reason of exemptions from the registration requirements of the Act and such laws, and may not be transferred, sold, assignedpledged, hypothecated assigned or otherwise disposed of unless registered in the absence of an effective registration of the Securities and any component thereof under the Securities Act and applicable state securities laws or unless registered or an exemption from such registration is available. The Creditor represents and warrants and hereby agrees that all offers and sales of the Securities shall be made only pursuant to such registration or to such exemption from registration;.
Appears in 1 contract
No Registration. The Securities and any component thereof have not been registered under the Securities Act or any applicable state securities laws by reason of exemptions from the registration requirements of the Act and such laws, and may not be transferred, sold, assignedpledged (except for any pledge in connection with a margin account of Subscriber), hypothecated assigned or otherwise disposed of unless registered in the absence of an effective registration of the Securities and any component thereof under the Securities Act and applicable state securities laws or unless registered or an exemption from such registration is available. The Creditor represents and warrants and hereby agrees that all offers and sales of the Securities shall be made only pursuant to such registration or to such exemption from registration;
Appears in 1 contract
Samples: Regulation D Subscription Agreement (Ea Industries Inc /Nj/)
No Registration. The Securities have not been registered under the Securities Act or any state securities laws and may not be transferred, sold, assigned, hypothecated or otherwise disposed of unless registered under the Securities Act and applicable state securities laws or unless registered or an exemption from such registration is available. The Creditor Purchaser represents and warrants and hereby agrees that all offers and sales of the Units and the Securities shall be made only pursuant to such registration or to such exemption from registration;
Appears in 1 contract
Samples: Subscription Agreement (Pegasi Energy Resources Corporation.)
No Registration. The Securities have not been registered under the Securities Act or any state securities laws and may not be transferred, sold, assigned, hypothecated or otherwise disposed of, unless such transaction is the subject of a registration statement filed with and declared effective by the Securities and Exchange Commission (the "SEC") or unless registered an exemption from the registration requirements under the Securities Act and applicable state securities laws or unless registered or an exemption from Act, such registration as Rule 144, is available. The Creditor Purchaser represents and warrants and hereby agrees that all offers and sales of the Securities shall be made only pursuant to such registration or to such exemption from registration;
Appears in 1 contract
Samples: Securities Purchase Agreement (American Energy Services Inc)
No Registration. The Securities have not been registered under the Securities Act or any applicable state securities laws in reliance upon exemptions from the registration requirements of such laws, and may not be transferred, sold, assignedpledged, hypothecated assigned or otherwise disposed of unless registered in the absence of an effective registration statement for the Securities and any component thereof under the Securities Act and applicable state securities laws or unless registered or an exemption from such registration is available. The Creditor represents and warrants and hereby agrees that all offers and sales of the Securities shall be made only pursuant to such registration or to such exemption from registration;
Appears in 1 contract
Samples: Subscription Agreement (Ancor Communications Inc /Mn/)
No Registration. The Securities have not been registered under the Securities Act or any state securities laws and may not be transferred, sold, assigned, hypothecated or otherwise disposed of unless registered such transaction is the subject of a registration statement filed with and declared effective by the Securities and Exchange Commission (the ?SEC?) or unless an exemption from the registration requirements under the Securities Act and applicable state securities laws or unless registered or an exemption from Act, such registration as Rule 144, is available. The Creditor Holder represents and warrants and hereby agrees that all offers and sales of the Securities shall be made only pursuant to such registration or to such exemption from registration;
Appears in 1 contract
Samples: Sequiam Corp
No Registration. The Securities have not been registered under the Securities Act or any state securities laws and may not be transferred, sold, assigned, hypothecated or otherwise disposed of unless registered under the Securities Act and applicable state securities laws or unless registered or an exemption from such registration is available. The Creditor Purchaser represents and warrants and hereby agrees that all offers and sales of the Securities shall be made only pursuant to such registration or to such exemption from registration;
Appears in 1 contract
No Registration. The None of the Securities have not been registered under the Securities Act or any state securities laws and may not be transferred, sold, assigned, hypothecated or otherwise disposed of unless registered such transaction is the subject of a registration statement filed with and declared effective by the SEC or unless an exemption from the registration requirements under the Securities Act and applicable state securities laws or unless registered or an exemption from Act, such registration as Rule 144, is available. The Creditor Purchaser represents and warrants and hereby agrees that all offers and sales of the Securities shall be made only pursuant to such registration or to such exemption from registration;.
Appears in 1 contract