No Registration. Such Investor understands that the Investor Shares (including any Commitment Premium Shares) have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends on, among other things, the bona fide nature of the investment intent and the accuracy of such Investor’s representations as expressed herein or otherwise made pursuant hereto.
Appears in 4 contracts
Samples: Conversion Commitment Agreement (Global Geophysical Services Inc), Backstop Conversion Commitment Agreement (Global Geophysical Services Inc), Backstop Conversion Commitment Agreement
No Registration. Such Investor understands that the Investor Shares (including any Commitment Premium Shares) have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends on, among other things, the bona fide nature of the investment intent and the accuracy of such Investor’s representations as expressed herein or otherwise made pursuant hereto.
Appears in 4 contracts
Samples: Equity Commitment Agreement (Goldman Sachs Group Inc), Equity Commitment Agreement (Ubs Ag), Equity Commitment Agreement (Citadel Securities LLC)
No Registration. Such Each Investor understands that (a) the Investor Private Placement Shares (including any Commitment Premium Shares) have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends on, among other things, the bona fide nature of the investment intent and the accuracy of such Investor’s representations as expressed herein or otherwise made pursuant heretohereto and (b) the foregoing Private Placement Shares cannot be sold unless subsequently registered under the Securities Act or an exemption from registration is available.
Appears in 3 contracts
Samples: Common Stock Purchase Agreement (Centerpoint Energy Inc), Common Stock Purchase Agreement (Centerpoint Energy Inc), Common Stock Purchase Agreement (Centerpoint Energy Inc)
No Registration. Such Investor understands that as of the Investor date of this Agreement the Warrants, the Warrant Shares, the Conversion Shares, and the Preferred Shares (including any Commitment Premium Shares) have not been been, and may never be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends onupon, among other things, the bona fide nature of the investment intent and the accuracy of such Investor’s representations as expressed herein or otherwise made pursuant hereto.
Appears in 3 contracts
Samples: Conversion Agreement (TWO RIVERS WATER & FARMING Co), Conversion Agreement (TWO RIVERS WATER & FARMING Co), Conversion Agreement (TWO RIVERS WATER & FARMING Co)
No Registration. Such Investor understands that the Investor Shares (including any Commitment Premium Shares) have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends onupon, among other things, the bona fide nature of the investment intent and the accuracy of such Investor’s representations as expressed herein or otherwise made pursuant hereto.
Appears in 3 contracts
Samples: Standby Purchase Agreement (Golden Queen Mining Co LTD), Investment Agreement (Cache Inc), Investment Agreement (MFP Investors LLC)
No Registration. Such Each Investor understands that (a) the Investor Private Placement Shares (including any Commitment Premium Shares) have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends on, among other things, the bona fide nature of the investment intent and the accuracy of such Investor’s representations as expressed herein or otherwise made pursuant hereto.hereto and (b) the foregoing Private Placement Shares cannot be sold unless subsequently registered under the Securities Act or an exemption from registration is available.
Appears in 3 contracts
Samples: Common Stock Purchase Agreement, Common Stock Purchase Agreement, Common Stock Purchase Agreement
No Registration. Such The Investor understands that the Investor Shares (including any Commitment Premium Shares) have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends onupon, among other things, the bona fide nature of the investment intent and the accuracy of such Investor’s 's representations as expressed herein or otherwise made pursuant hereto.
Appears in 3 contracts
Samples: Equity Purchase and Commitment Agreement (Appaloosa Management Lp), Equity Purchase and Commitment Agreement (Appaloosa Management Lp), Equity Purchase and Commitment Agreement (Harbinger Capital Partners Master Fund I, Ltd.)
No Registration. Such Investor understands that the Unsubscribed Shares and Investor Exchange Shares (including any Commitment Premium Shares) have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends onupon, among other things, the bona fide nature of the investment intent and the accuracy of such Investor’s representations as expressed herein or otherwise made pursuant hereto.
Appears in 3 contracts
Samples: Investment Agreement (Building Products, LLC), Investment Agreement (Builders FirstSource, Inc.), Investment Agreement (Builders FirstSource, Inc.)
No Registration. Such Investor understands that the Investor Shares (including any Commitment Premium Shares) and the shares issuable on exercise of the Warrants, have not been been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends onupon, among other things, the bona fide nature of the investment intent and the accuracy of such Investor’s representations as expressed herein or otherwise made pursuant hereto.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Merriman Holdings, Inc), Common Stock Purchase Agreement (Merriman Holdings, Inc)
No Registration. Such The Investor understands that the Investor Shares (including any Commitment Premium Shares) , have not been been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends onupon, among other things, the bona fide nature of the investment intent and the accuracy of such the Investor’s representations as expressed herein or otherwise made pursuant hereto.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Northumberland Resources, Inc.), Common Stock Purchase Agreement (Tiger Oil & Energy, Inc.)
No Registration. Such Investor understands that neither the Investor Shares (including any Commitment Premium Shares) nor the Warrants have not been been, or will be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends onupon, among other things, the bona fide nature of the investment intent and the accuracy of such the Investor’s representations as expressed herein or otherwise made pursuant hereto.
Appears in 2 contracts
Samples: Redeemable Preferred Stock Purchase Agreement (Tpi Composites, Inc), Senior Redeemable Preferred Stock Purchase Agreement (Tpi Composites, Inc)
No Registration. Such Investor understands that the Investor Shares (including any Commitment Premium and the Conversion Shares) ), have not been been, and will not be (except pursuant to the Registration Rights Agreement), registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends onupon, among other things, the bona fide nature of the investment intent and the accuracy of such Investor’s representations as expressed herein or otherwise made pursuant hereto.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement, Series a Preferred Stock Purchase Agreement (DBS Nominees (Private) LTD)
No Registration. Such Investor understands that the Investor Shares (including any Commitment Premium and the Conversion Shares) , have not been been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends onupon, among other things, the bona fide nature of the investment intent and the accuracy of such Investor’s 's representations as expressed herein or otherwise made pursuant hereto.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Merriman Curhan Ford Group, Inc.), Preferred Stock Purchase Agreement (Merriman Curhan Ford Group, Inc.)
No Registration. Such The Investor understands that the Investor Preferred Shares (including any Commitment Premium Shares) have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends onupon, among other things, the bona fide nature of the investment intent and the accuracy of such the Investor’s representations as expressed herein or otherwise made pursuant hereto.
Appears in 2 contracts
Samples: Investment Agreement (Biotechnology Value Fund L P), Investment Agreement (XOMA Corp)
No Registration. Such Investor understands that the Investor Units, Warrants, the Common Stock, and the Preferred Shares (including any Commitment Premium Shares) have not been been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends onupon, among other things, the bona fide nature of the investment intent and the accuracy of such Investor’s representations as expressed herein or otherwise made pursuant hereto.
Appears in 2 contracts
Samples: Convertible Preferred Stock Purchase Agreement (TWO RIVERS WATER & FARMING Co), Convertible Preferred Stock Purchase Agreement (TWO RIVERS WATER Co)
No Registration. Such Investor understands that the Investor Unsubscribed Shares (including any Commitment Premium Shares) have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends onupon, among other things, the bona fide nature of the investment intent and the accuracy of such Investor’s 's representations as expressed herein or otherwise made pursuant hereto.
Appears in 1 contract
No Registration. Such The Investor understands that the Investor Shares (including any Commitment Premium Shares) have Shareshave not been been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends onupon, among other things, the bona fide nature of the investment intent and the accuracy of such the Investor’s representations as expressed herein or otherwise made pursuant hereto.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (HOME TOUCH HOLDING Co)
No Registration. Such Investor understands that the Investor Shares (including any Commitment Premium Shares) have not been been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends onupon, among other things, the bona fide nature of the investment intent and the accuracy of such the Investor’s representations as expressed herein or otherwise made pursuant hereto.
Appears in 1 contract
Samples: Senior Redeemable Preferred Stock Purchase Agreement (Tpi Composites, Inc)
No Registration. Such The Investor understands that the Investor Shares (including any Commitment Premium Shares) , the Warrants and the Conversion Shares, have not been been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends onupon, among other things, the bona fide nature of the investment intent and the accuracy of such the Investor’s representations as expressed herein or otherwise made pursuant hereto.
Appears in 1 contract
No Registration. Such The Investor understands that the Investor Shares (including any Commitment Premium Shares) , the Warrants and the Warrant Shares, and the underlying Common Stock, have not been been, and, except in accordance with the terms set forth in the Registration Rights Agreement, will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends onupon, among other things, the bona fide nature of the investment intent and the accuracy of such the Investor’s 's representations as expressed herein or otherwise made pursuant hereto.
Appears in 1 contract
No Registration. Such The Investor understands that the Investor Shares (including any Commitment Premium Shares) have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends onupon, among other things, the bona fide nature of the investment intent and the accuracy of such Investor’s representations as expressed herein or otherwise made pursuant hereto.
Appears in 1 contract
Samples: Stock Purchase Agreement (Trinity Place Holdings Inc.)
No Registration. Such Investor understands that the Investor Shares (including any Commitment Premium and the Warrant Shares) , have not been been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends onupon, among other things, the bona fide nature of the investment intent and the accuracy of such Investor’s representations as expressed herein or otherwise made pursuant hereto.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Genesis Financial Inc)
No Registration. Such Investor understands that the Investor Shares, the Warrants, the Warrant Shares (including any Commitment Premium and the Conversion Shares) , have not been been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends onupon, among other things, the bona fide nature of the investment intent and the accuracy of such Investor’s representations as expressed herein or otherwise made pursuant hereto.
Appears in 1 contract
No Registration. Such The Investor understands that (a) the Investor Private Placement Shares (including any Commitment Premium Shares) have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends on, among other things, the bona fide nature of the investment intent and the accuracy of such the Investor’s representations as expressed herein or otherwise made pursuant heretohereto and (b) the foregoing Private Placement Shares cannot be sold unless subsequently registered under the Securities Act or an exemption from registration is available.
Appears in 1 contract
No Registration. Such The Investor understands that the Unsubscribed Shares and the Investor Offered Shares (including any Commitment Premium Shares) have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends onupon, among other things, the bona fide nature of the investment intent and the accuracy of such the Investor’s representations as expressed herein or otherwise made pursuant hereto.
Appears in 1 contract
No Registration. Such Investor understands that (a) the Investor Private Placement Shares (including any Commitment Premium Shares) have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends on, among other things, the bona fide nature of the investment intent and the accuracy of such Investor’s representations as expressed herein or otherwise made pursuant heretohereto and (b) the foregoing Private Placement Shares cannot be sold unless subsequently registered under the Securities Act or an exemption from registration is available.
Appears in 1 contract
