Non-Registered Securities. Each Purchaser acknowledges that the offer and sale of the Securities have not been registered under the Securities Act or any state securities laws and the Securities and the underlying shares of Common Stock may be resold only if registered pursuant to the provisions thereunder or if an exemption from registration is available. Each Purchaser understands that the offer and sale of the Securities is intended to be exempt from registration under the Securities Act, based, in part, upon the representations, warranties and agreements of such Purchaser contained in this Agreement.
Non-Registered Securities. Purchaser understands that (i) the Securities (A) have not been registered under the Securities Act or any state securities laws, (B) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of the Securities Act, and (C) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings, and (ii) Purchaser must therefore bear the economic risk of such investment indefinitely unless a subsequent disposition thereof is registered or exempted under the Securities Act and applicable state securities laws. Purchaser represents that it is knowledgeable with respect to Rule 144 of the Securities and Exchange Commission promulgated under the Securities Act.
Non-Registered Securities. The Purchaser understands that the Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the accuracy of the Purchaser’s representations as expressed herein. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreement..
Non-Registered Securities. The sale or other transfer of the Warrant is greatly restricted because the Warrant will not be registered for sale under the Securities Act or qualified for sale under any state securities laws, and may therefore have to be held indefinitely unless subsequently registered under the Securities Act and qualified under applicable state laws or an exemption from such registration or qualification is available. No market may exist for the Warrant, and it is unlikely that any substantial market will develop. Investors who do not wish or who are financially unable to remain as Warrant Holders for a substantial period of time are advised against investment in the Warrant offered hereby. No market for the resale of the Warrant is expected to develop in the foreseeable future.
Non-Registered Securities. Each Purchaser acknowledges that neither the offer and sale of the Securities or the securities underlying the Securities have not been registered under the Securities Act or any state securities laws and the Securities and any underlying securities may be resold only if registered pursuant to the provisions thereunder or if an exemption from registration is available and if otherwise permitted by law and contract. Each Purchaser understands that the offer and sale of the Securities and the securities underlying the Securities is intended to be exempt from registration under the Securities Act, based, in part, upon the representations, warranties and agreements of such Purchaser contained in this Agreement.
Non-Registered Securities. Such Purchaser understands that (i) the Purchased Securities (A) have not been registered under the Securities Act or any state securities laws, (B) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of the Securities Act, and (C) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings, and (ii) the Purchaser must therefore bear the economic risk of such investment indefinitely unless a subsequent disposition thereof is registered or exempted under the Securities Act and applicable state securities laws or is exempt therefrom.
Non-Registered Securities. Each Purchaser acknowledges that neither the offer and sale of the Shares or the Warrants or the Subsidiary Securities at the Closing, or the offer or sale of the Conversion Shares or the Warrant Shares upon conversion of the Shares or exercise of the Warrants hereafter, has been registered under the Securities Act or any state securities laws and the Shares, the Subsidiary Securities, the Conversion Shares and the Warrant Shares may be resold only if registered pursuant to the provisions thereunder or if an exemption from registration is available and such resale is otherwise permitted by law and contract. Each Purchaser understands that the offer and sale of the Shares, the Subsidiary Securities and the Warrants at the Closing, and the offer and sale of the Conversion Shares or the Warrant Shares upon conversion of the Shares or exercise of the Warrants hereafter, is intended to be exempt from registration under the Securities Act, based, in part, upon the representations, warranties and agreements of such Purchaser contained in this Agreement.
Non-Registered Securities. The Company and the Purchasers acknowledge that the Securities and, if applicable, any securities issuable or deliverable upon the conversion or exchange of the Securities, as the case may be, have not been registered under the Securities Act, or securities laws of any U.S. state and may not be offered, sold, assigned, pledged, transferred or otherwise disposed of in the absence of an effective registration statement under the Securities Act and applicable U.S. state securities laws or pursuant to an available exemption from registration under the Securities Act or such laws.
Non-Registered Securities. Each of PAB and JPB understands and acknowledges that the Merger Shares will be sold on the Merger Closing Date, subject to the terms and conditions of this Agreement, in reliance upon an exemption provided under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act") for non-public offerings and have not been registered under the Securities Act or any state securities laws. Each BBS Stockholder makes the following representations and warranties in connection therewith:
Non-Registered Securities. Purchaser acknowledges that the offer and sale of the Units have not been registered under the Securities Act or any state securities laws and the Units, the Purchased Shares, the Warrants, the Warrant Shares (if issued) and the Make-Up Shares (if issued) may be resold only if registered pursuant to the provisions thereunder or if an exemption from registration is available. Purchaser understands that the offer and sale of the Units is intended to be exempt from registration under the Securities Act, based, in part, upon the representations, warranties and agreements of Purchaser contained in this Agreement.
