No Securities Act Registration. The Purchaser understands that the Seller may be deemed to be an “affiliate” of the Issuer (as such term is defined in Rule 144 under the Securities Act). The Purchaser understands that the Shares to be acquired by it have not been registered under the Securities Act and may not be sold or otherwise transferred without registration under the Securities Act or pursuant to an exemption from such registration requirements.
No Securities Act Registration. Sellers (and/or any other members distributed common shares at closing) understand that the shares of Purchaser's stock issued as the Shares have not been registered under either the United States Securities Act of 1933 or any state securities law, that Sellers must hold the Shares unless the Shares are subsequently registered under those laws or transferred in reliance on an opinion of counsel that registration under those laws is not required, and that the certificates representing the shares will bear a legend to the foregoing effect.
No Securities Act Registration. Assuming the accuracy of the representations of the Investor contained in Sections 4.06 and 4.07, it is not necessary in connection with the issuance and sale to the Investor of the Subscription Securities to register the Subscription Securities under the Securities Act or to qualify or register the Subscription Securities under applicable U.S. state securities laws.
No Securities Act Registration. The undersigned understands that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), by reason of a specific exemption or specific exemptions from the registration provisions of the Securities Act which depend upon, among other things, the bona fide nature of the undersigned's investment intent as expressed herein.
No Securities Act Registration. Assuming the accuracy of the representations of the Purchasers contained in Section 6.3, it is not necessary in connection with the issuance and sale to the Purchasers of the Warrant Shares to register the Warrant Shares under the Securities Act or to qualify or register the Warrant Shares under applicable U.S. state securities laws.
No Securities Act Registration. (i) Neither the Company nor any other Person or entity authorized by the Company to act on its behalf has engaged in any general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D of the Securities Act) of investors with respect to offers or sales of the Securities. The Company has not, directly or indirectly, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which, to its knowledge, is or will be integrated with the Securities sold pursuant to this Agreement.
No Securities Act Registration. The sale and issuance of the Common Shares and Warrants in accordance with terms of this Agreement and the issuance of Warrant Shares upon exercise of the Warrants are exempt from registration under the 1933 Act.
No Securities Act Registration. (a) None of the Company, its Subsidiaries or their respective Affiliates or any person acting on its or their behalf have engaged in any “directed selling efforts” within the meaning of Rule 903 of Regulation S under the Securities Act or any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act with respect to the Subscription Shares.
No Securities Act Registration. The Investor understands that the Shares are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, that the Shares will not be registered under the Securities Act, and that the Shares may only be offered or sold pursuant to an effective registration statement under the Securities Act, or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
No Securities Act Registration. The sale and issuance of the Preferred Shares, Additional Preferred Shares and Warrants in accordance with terms of this Agreement and the issuance of Common Shares upon conversion of the Preferred Shares and Additional Preferred Shares and upon exercise of the Warrants are exempt from registration under the 1933 Act.
