Common use of Registration and Legends Clause in Contracts

Registration and Legends. The Holder understands that (i) the Company has not registered the Warrant or the Shares under the Act, or the applicable securities laws of any state in reliance on exemptions from registration and (ii) such exemptions depend upon the Holder’s investment intent at the time the Holder acquires the Warrant or the Shares. The Holder therefore represents and warrants that it is acquiring the Warrant, and will acquire the Shares, for the Holder’s own account for investment and not with a view to distribution, assignment, resale or other transfer of the Warrant or the Shares. Because the Warrant and the Shares are not registered, the Holder is aware that the Holder must hold them indefinitely unless they are registered under the Act and any applicable securities laws or the Holder must obtain exemptions from such registration. Upon exercise, in part or in whole, of this Warrant, the Shares shall bear the following legend: The shares of Common Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (“Act”) or any applicable state securities laws, and they may not be offered for sale, sold, transferred, pledged or hypothecated without an effective registration statement under the Securities Act and under any applicable state securities laws, or an opinion of counsel, satisfactory to the Company, that an exemption from such registration is available.

Appears in 12 contracts

Samples: Registration Rights Agreement (American Noble Gas, Inc.), Revolving Line of Credit Agreement (Infinity Energy Resources, Inc), Digital Ally Inc

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Registration and Legends. The Holder Optionee understands that (i) the Company has not registered the Warrant Option or the Shares under the Securities Act of 1933, as amended (the “Act”), or the applicable securities laws of any state in reliance on exemptions from registration and (ii) such exemptions depend upon the HolderOptionee’s investment intent at the time the Holder Optionee acquires the Warrant Option or the Shares. The Holder Optionee therefore represents and warrants that it Optionee is acquiring the WarrantOption, and will acquire the Shares, for the HolderOptionee’s own account for investment and not with a view to distribution, assignment, resale or other transfer of the Warrant Option or the Shares. Because the Warrant Option and the Shares are not registered, the Holder Optionee is aware that the Holder Optionee must hold them indefinitely unless they are registered under the Act and any applicable securities laws or the Holder Optionee must obtain exemptions from such registration. Upon exercise, in part or in whole, of this WarrantOption, the Shares shall bear the following legend: The shares of Common Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (“Act”) amended, or any applicable state securities laws, and they may not be offered for sale, sold, transferred, pledged or hypothecated without an effective registration statement under the Securities Act and under any applicable state securities laws, or an opinion of counsel, satisfactory to the Company, that an exemption from such registration is available.

Appears in 8 contracts

Samples: Stock Option Agreement (Spheric Technologies, Inc.), Stock Option Agreement (Spheric Technologies, Inc.), Stock Option Agreement (Spheric Technologies, Inc.)

Registration and Legends. The Holder understands that (i) the Company has not registered the Warrant or the Shares under the Act, or the applicable securities laws of any state in reliance on exemptions from registration and (ii) such exemptions depend upon the Holder’s 's investment intent at the time the Holder acquires the Warrant or the Shares. The Holder therefore represents and warrants that it is acquiring the Warrant, and will acquire the Shares, for the Holder’s 's own account for investment and not with a view to distribution, assignment, resale or other transfer of the Warrant or the Shares. Because the Warrant and the Shares are not registered, the Holder is aware that the Holder must hold them indefinitely unless they are registered under the Act and any applicable securities laws or the Holder must obtain exemptions from such registration. Upon exercise, in part or in whole, of this Warrant, the Shares shall bear the following legend: The shares of Common Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act") or any applicable state securities laws, and they may not be offered for sale, sold, transferred, pledged or hypothecated without an effective registration statement under the Securities Act and under any applicable state securities laws, or an opinion of counsel, satisfactory to the Company, that an exemption from such registration is available.

Appears in 2 contracts

Samples: Common Stock Purchase Warrant (Digital Ally Inc), Digital Ally Inc

Registration and Legends. The Holder Optionee understands that (i) the Company has not registered the Warrant Option or the Shares under the Securities Act of 1933, as amended (the “Act”), or the applicable securities laws of any state in reliance on exemptions from registration and (ii) such exemptions depend upon the Holder’s Optionee=s investment intent at the time the Holder Optionee acquires the Warrant Option or the Shares. The Holder Optionee therefore represents and warrants that it Optionee is acquiring the WarrantOption, and will acquire the Shares, for the Holder’s Optionee=s own account for investment and not with a view to distribution, assignment, resale or other transfer of the Warrant Option or the Shares. Because the Warrant Option and the Shares are not registered, the Holder Optionee is aware that the Holder Optionee must hold them indefinitely unless they are registered under the Act and any applicable securities laws or the Holder Optionee must obtain exemptions from such registration. Upon exercise, in part or in whole, of this WarrantOption, the Shares shall bear the following legend: The shares of Common Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (“Act”) amended, or any applicable state securities laws, and they may not be offered for sale, sold, transferred, pledged or hypothecated without an effective registration statement under the Securities Act and under any applicable state securities laws, or an opinion of counsel, satisfactory to the Company, that an exemption from such registration is available.

Appears in 2 contracts

Samples: Stock Option Agreement (Digital Ally Inc), Option and Restricted Stock Plan (Digital Ally Inc)

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Registration and Legends. The Holder understands that (i) the Company has not registered the Warrant or the Shares under the Act, or the applicable securities laws of any state in reliance on exemptions from registration and (ii) such exemptions depend upon the Holder’s 's investment intent at the time the Holder acquires the Warrant or the Shares. The Holder therefore represents and warrants that it is acquiring the Warrant, and will acquire the Shares, for the Holder’s 's own account for investment and not with a view to distribution, assignment, resale or other transfer of the Warrant or the Shares. Because the Warrant and the Shares are not registered, the Holder is aware that the Holder must hold them indefinitely unless they are registered under the Act and any applicable securities laws or the Holder must obtain exemptions from such registration. Upon exercise, in part or in whole, of this Warrant, the Shares shall bear the following legend: The shares of Common Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act") or any applicable state securities laws, and they may not be offered for sale, sold, transferred, pledged or hypothecated without an effective registration statement under the Securities Act and under any applicable state securities laws, or an opinion of counsel, satisfactory to the Companycompany, that an exemption from such registration is available.

Appears in 1 contract

Samples: Registration Rights Agreement (Azco Mining Inc)

Registration and Legends. The Holder understands that (i) the Company has not registered the Warrant or the Shares under the Act, Act or the applicable securities laws of any state in reliance on exemptions from registration and (ii) such exemptions depend upon the Holder’s 's investment intent at the time the Holder acquires the Warrant or the Shares. The Holder therefore represents and warrants that it is acquiring the Warrant, and will acquire the Shares, for the Holder’s 's own account for investment and not with a view to distribution, assignment, resale or other transfer of the Warrant or the Shares. Because the Warrant and the Shares are not registered, the Holder is aware that the Holder must hold them indefinitely unless they are registered under the Act and any applicable securities laws or the Holder must obtain exemptions from such registration. Upon exercise, in part or in whole, of this Warrant, the Shares shall bear the following legend: The shares of Common Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act”) "), or any applicable state securities laws, and they may not be offered for sale, sold, transferred, pledged or hypothecated without an effective registration statement under the Securities Act and under any applicable state securities laws, or an opinion of counsel, satisfactory to the Companycompany, that an exemption from such registration is available.

Appears in 1 contract

Samples: Registration Rights Agreement

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