No Scheme to Evade Registration Sample Clauses
The "No Scheme to Evade Registration" clause prohibits parties from engaging in actions or arrangements designed to circumvent mandatory registration requirements under applicable laws or regulations. In practice, this means that parties cannot structure transactions, split agreements, or use intermediaries with the intent of avoiding the legal obligation to register a document, contract, or transaction. The core function of this clause is to ensure compliance with statutory registration requirements, thereby preventing parties from exploiting loopholes and maintaining the enforceability and transparency of legal agreements.
No Scheme to Evade Registration. Purchaser represents and warrants to the Company that the acquisition of the Shares is not a transaction (or any element of a series of transactions) that is part of a plan or scheme by the Purchaser to evade the registration provisions of the Securities Act.
No Scheme to Evade Registration. Investor's acquisition of the Note and Fee Shares is not a transaction (or any element of a series of transactions) that is part of a plan or scheme to evade the registration provisions of the Act.
No Scheme to Evade Registration. Purchaser represents and warrants to the Company, as to itself only, that the acquisition of the Securities is not a transaction (or any element of a series of transactions) that is part of a plan or scheme by the Purchaser to evade the registration provisions of the 1933 Act and that
(a) such Purchaser is an "accredited investor" within the meaning of Rule 501 under the Securities Act;
(b) such Purchaser has sufficient knowledge and experience to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof;
(c) such Purchaser has had an opportunity to ask questions of and receive answers from and to discuss the Company's business, management, and financial affairs with the Company's management;
(d) the Securities are being acquired for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof;
(e) such Purchaser was not offered nor made aware of the Company's interest in issuing the Bridge Notes by any means of public advertisement or solicitation;
(f) in connection with such Purchaser's purchase of the Securities, it has been solely responsible for its own (i) due diligence investigation of the Company and (ii) investment decision, and has not engaged or relied upon any agent or "purchaser representative" to review or analyze the Company's business and affairs or advise Purchaser with respect to the merits of the investment;
(g) such Purchaser has full power and authority to execute, deliver, and perform this Agreement; and this Agreement constitutes the legal, valid, and binding obligation of such Purchaser, enforceable against it in accordance with their respective terms; and
(h) if such Purchaser proposes to sell the Securities pursuant to Rule 144A under the Securities Act, it will (A) take reasonable steps to obtain the information required by such Rule to establish a reasonable belief that the prospective purchaser is a "qualified institutional buyer" as such term is defined in Rule 144A and (B) advise the prospective purchaser that the Purchaser is relying on the exemption from the registration provisions of the Securities Act available pursuant to Rule 144A.
No Scheme to Evade Registration. The acquisition of the Shares is not a transaction (or any element of a series of transactions) that is part of a plan or scheme by the Purchaser to evade the registration provisions of the Securities Act.
No Scheme to Evade Registration. Buyer represents and warrants to the Company that the acquisition of the Series A Preferred Stock and the Conversion Shares is not a transaction (or any element of a series of transactions)that is part of a plan or scheme by the Buyer to evade the registration provisions of the 1933 Act.
No Scheme to Evade Registration. Purchaser represents and warrants to the Company that the acquisition of the Purchased Common Shares and the Repricing Shares is not a transaction (or any element of a series of transactions) that is part of a plan or scheme by the Purchaser to evade the registration provisions of the 1933 Act.
No Scheme to Evade Registration. Investor's acquisition of the Multi-Draw Term Loan Note is not a transaction (or any element of a series of transactions) that is part of a plan or scheme to evade the registration provisions of the Act.
No Scheme to Evade Registration. Buyer represents and warrants to the Company that the acquisition of the Series D Preferred Stock and the Conversion Shares is not a transaction (or any element of a series of transactions) that is part of a plan or scheme by the Buyer to evade the registration provisions of the 1933 Act.
No Scheme to Evade Registration. Subscriber's acquisition of the Securities is not a transaction (or any element of a series of transactions) that is part of a plan or scheme to evade the registration provisions of the Act.
No Scheme to Evade Registration. Buyer represents and warrants to the Company that the acquisition of the Debentures and the Conversion Shares is not a transaction (or any element of a series of transactions) that is part of a plan or scheme by the Buyer to evade the registration provisions of the 1933 Act.