Offering Exempt from Registration; Company's Reliance Clause Samples
The "Offering Exempt from Registration; Company's Reliance" clause defines that the securities offering described in the agreement is not being registered with regulatory authorities, such as the SEC, because it qualifies for an exemption under applicable securities laws. In practice, this means the company is relying on specific legal provisions—such as Regulation D or other exemptions—that allow it to offer and sell securities without the burdensome process of full registration, often by limiting the type or number of investors or requiring certain disclosures. The core function of this clause is to clarify the legal basis for the offering and to allocate responsibility, ensuring all parties understand that the offering is structured to comply with exemption requirements and the associated limitations or obligations.
Offering Exempt from Registration; Company's Reliance. (i) The Company has advised the undersigned that the Shares have not been registered under the Securities Act or under the laws of any state on the basis that the issuance thereof is exempt from such registration;
(ii) The Company's reliance on the availability of such exemption is, in part, based upon the accuracy and truthfulness of the undersigned's representations contained herein; and
(iii) As a result of such lack of registration, the Shares may not be resold or otherwise transferred or disposed without registration pursuant to or an exemption therefrom available under the Securities Act and such state securities laws;
(iv) In furtherance of the provisions of this Paragraph 2(h), all of the certificate(s) representing the Shares shall bear a restrictive legend substantially in the following form: "THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SHARES TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND SUCH STATE SECURITIES LAWS."
Offering Exempt from Registration; Company's Reliance. The Company has advised the Investor that:
(a) None of the Securities have been registered under the Securities Act or under the laws of any state on the basis that the issuance thereof is exempt from such registration;
(b) The Company’s reliance on the availability of such exemption is, in part, based upon the accuracy and truthfulness of the undersigned’s representations contained in this Agreement;
(c) As a result of such lack of registration, none of the Securities may be resold or otherwise transferred or disposed without registration pursuant to or an exemption therefrom available under the Securities Act and such state securities laws; provided that if the foregoing conditions are satisfied, the Securities are transferable by the Investor and
(d) In furtherance of the provisions of this Section 3.4, each certificate representing any of the Securities, shall bear a restrictive legend substantially in the following form:
Offering Exempt from Registration; Company's Reliance. The Company has advised Investor that:
(a) neither the Note, Warrants nor Warrant Shares have been registered under the Securities Act or under the securities laws of any state on the basis that the issuance of such securities is (or will be) exempt from such registration;
(b) the Company’s reliance on the availability of such exemption is, in part, based upon the accuracy and truthfulness of Investor’s representations contained in this Agreement;
(c) as a result of such lack of registration, the Note, Warrants and Warrant Shares may not be resold or otherwise transferred or disposed of without registration or pursuant to or an exemption from registration available under the Securities Act and such state securities laws.