Common use of Private Issue Clause in Contracts

Private Issue. The Warrantholder understands (i) that the Common Stock issuable upon exercise of this Agreement is not registered under the Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Common Stock issuable upon exercise of this Agreement Warrant is not registered under the Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Agreement Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Common Stock issuable upon exercise of this Agreement is not not, as of the Effective Date, registered under the Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Agreement will be exempt from the registration and qualifications requirements thereoflaws, and (ii) that the Company’s 's reliance on exemption from such exemption registration is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands that (i) that the Common Stock issuable upon exercise of this Agreement is not not, as of the Effective Date, registered under the Act or qualified under applicable state securities laws on the ground grounds that the issuance contemplated by this Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on exemption from such exemption registration is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands that (i) that the Common Stock issuable upon exercise of this Agreement is not not, as of the Effective Date, registered under the Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Agreement will be exempt from the registration and qualifications requirements thereoflaws, and (ii) that the Company’s reliance on exemption from such exemption registration is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Common Stock issuable upon exercise of this Agreement is not not, as of the Effective Date, registered under the Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Agreement will be exempt from the registration and qualifications requirements thereoflaws, and (ii) that the Company’s reliance on exemption from such exemption registration is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands that (i) that the Common Stock Shares issuable upon exercise of this Agreement is not are not, as of the Effective Date, registered under the Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Agreement will be exempt from the registration and qualifications requirements thereoflaws, and (ii) that the Company’s reliance on exemption from such exemption registration is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Common Stock issuable upon exercise of this Agreement Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands that (i) that the Common Stock issuable upon exercise of this Agreement is not not, as of the Original Issue or Effective Date, registered under the Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Agreement will be exempt from the registration and qualifications requirements thereoflaws, and (ii) that the Company’s reliance on exemption from such exemption registration is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Warrant and the Common Stock issuable upon exercise of this Agreement is are not registered under the Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Common Stock issuable upon exercise of this Agreement is not not, as of the Effective Date, registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Agreement will be exempt from the registration and qualifications requirements thereoflaws, and (ii) that the Company’s reliance on exemption from such exemption registration is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Common Stock issuable upon exercise of this Agreement Warrant is not not, as of the Effective Date, registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Agreement will be exempt from the registration and qualifications requirements thereoflaws, and (ii) that the Company’s 's reliance on exemption from such exemption registration is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder Client understands (i) that the Common Stock issuable upon exercise of this Agreement the Warrant Certificates is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the representations set forth in this Section 1011.

Private Issue. The Warrantholder understands (i) that the Common Stock issuable upon exercise of this Agreement the Warrantholder’s rights contained herein is not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, thereof and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 109.

Private Issue. The Warrantholder understands that (i) that the Common Stock issuable upon exercise of this Agreement is not not, as of the Effective Date, registered under the Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Agreement will be exempt from the registration and qualifications requirements thereoflaws, and (ii) that the Company’s reliance on exemption from such exemption registration is predicated on the representations set forth in this Section 10.. ​ ​

Private Issue. The Warrantholder understands (i) that the Common Stock issuable upon exercise of this Agreement is not registered under the Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder Holder understands (i) that the Common Stock issuable upon exercise of this Agreement is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Agreement Warrant will be exempt from the registration and qualifications qualification requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the representations set forth in this Section 1011.

Private Issue. The Warrantholder understands (i) that the Common Series C Preferred Stock issuable upon exercise of this Agreement is not registered under the Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 1011.

Private Issue. The Warrantholder understands (i) that the Common Stock issuable upon exercise of this Agreement Warrant is not not, as of the Effective Date, registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Agreement will be exempt from the registration and qualifications requirements thereoflaws, and (ii) that the Company’s reliance on exemption from such exemption registration is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Common Preferred Stock issuable upon exercise of this Agreement is not registered under the Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Common Stock shares of the Class issuable upon exercise of this Agreement is have not been registered under the Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder Holder understands (i) that the Common Stock issuable upon exercise of this Agreement Warrant is not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Agreement Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the representations set forth in this Section 1014.

Private Issue. The Warrantholder understands that (i) that the Common Stock issuable upon exercise of this Agreement is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the representations set forth in this Section 109.

Private Issue. The Warrantholder understands (i) that the Common Stock Shares issuable upon exercise of this Agreement is not are not, as of the Effective Date, registered under the Act or qualified under applicable US state securities laws on the ground that the issuance contemplated by this Agreement will be exempt from the registration and qualifications requirements thereoflaws, and (ii) that the Company’s 's reliance on exemption from such exemption registration is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Common Agreement, the Preferred Stock issuable upon exercise of this Agreement is Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, are not registered under the Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Common Stock issuable upon exercise of this Agreement is not not, as of the Effective Date, registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Agreement will be exempt from the registration and qualifications requirements thereoflaws, and (ii) that the Company’s 's reliance on exemption from such exemption registration is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands that (i) that the Common Stock issuable upon exercise of this Agreement is not not, as of the Effective Date, registered under the Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Agreement will be exempt from the registration and qualifications requirements thereoflaws, and (ii) that the Company’s reliance on exemption from such exemption registration is predicated on the representations set forth in this Section 10.. 7|

Private Issue. The Warrantholder understands (i) that the Common Stock issuable upon exercise of this Agreement Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the die representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Common Stock issuable upon exercise of this Agreement is not not, as of the Effective Date, registered under the Act or qualified under applicable state securities laws on the ground grounds that the issuance contemplated by this Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on exemption from such exemption registration is predicated on the representations set forth in this Section 10.. (b)

Private Issue. The Warrantholder understands that (i) that the Common Stock issuable upon exercise of this Agreement is not not, as of the Effective Date, registered under the Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Agreement will be exempt from the registration and qualifications requirements thereoflaws, and (ii) that the Company’s reliance on exemption from such exemption registration is predicated on the representations set forth in this Section 10.. ​ ​ ​

Private Issue. The Warrantholder understands (i) that the Common Stock issuable upon exercise of this Agreement is not not, as of the Effective Date, registered under the Act or qualified under applicable state securities laws on the ground grounds that the issuance contemplated by this Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on exemption from such exemption registration is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the shares of Common Stock issuable upon exercise of this Agreement is not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Common Stock issuable upon exercise of this Agreement Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the representations set forth in this Section 10Section.

Private Issue. The Warrantholder Client understands (i) that the Common Stock issuable upon exercise of this Agreement the warrant certificates is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the representations set forth in this Section 1011.

Private Issue. The Warrantholder understands that (i) that the Common Stock issuable upon exercise of this Agreement is not registered under the Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that that, subject to Section 9(k) above, the Common Stock issuable upon exercise of this Agreement Warrant is not registered under the Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Agreement Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Common Stock issuable upon exercise of this Agreement Warrant is not registered under the Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Agreement Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 10.is

Private Issue. The Warrantholder understands (i) that the Common Stock -------------- issuable upon exercise of this Agreement Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Common Stock issuable upon exercise of this Agreement is not not, as of the Effective Date, registered under the Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Agreement will be exempt from the registration and qualifications requirements thereoflaws, and (ii) that the Company’s 's reliance on exemption from such exemption registration is predicated on the representations set forth in this Section 10. Warrantholder understands that this Warrant and the shares of Common Stock issued upon any exercise or conversion hereof must be held indefinitely unless subsequently registered under the Act and qualified under applicable state securities laws, or unless exemption from such registration and qualification are otherwise available.

Private Issue. The Warrantholder understands (i) that the Common Stock issuable upon exercise of this Agreement is not registered under the Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 10.. (c)

Private Issue. The Warrantholder understands (i) that the Agreement and the Common Stock issuable upon exercise of this Agreement is are not registered under the Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands that (i) that the Common Stock issuable upon exercise of this Agreement is not not, as of the Effective Date, registered under the Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Agreement will be exempt from the registration and qualifications requirements thereoflaws, and (ii) that the Company’s reliance on exemption from such exemption registration is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands (i) that the Common Stock issuable upon exercise of this Agreement Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 10.

Private Issue. The Warrantholder understands that (i) that the Common Stock issuable upon exercise of this Agreement is not not, as of the Effective Date, registered under the Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Agreement will be exempt from the registration and qualifications requirements thereoflaws, and (ii) that the Company’s 's reliance on exemption from such exemption registration is predicated on the representations set forth in this Section 10.. (c)

Private Issue. The Warrantholder Client understands (i) that the Common Stock issuable upon exercise of this Agreement the Warrant Certificates is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, ; and (ii) that the Company’s 's reliance on such exemption is predicated on the representations set forth in this Section 1011.

Private Issue. The Warrantholder understands (i) that the Common Stock issuable upon exercise of this Agreement is not registered under the Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the representations set forth in this Section 10.