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Common use of Registration or Exemption Required Clause in Contracts

Registration or Exemption Required. Subject to the representations and warranties of the Holder set forth in Section ___of the Facility Agreement, this Warrant has been issued in a transaction exempt from the registration requirements of the Securities Act by virtue of Regulation D and exempt from state registration under applicable state laws. The Warrant and the Common Stock issuable upon the Exercise of this Warrant may not be pledged, transferred, sold or assigned except pursuant to an effective registration statement or an exemption to the registration requirements of the Securities Act and applicable state laws including, without limitation, a so-called “4(1) and a half” transaction.

Appears in 2 contracts

Samples: Warrant Agreement (Third Wave Technologies Inc /Wi), Warrant Agreement (Third Wave Technologies Inc /Wi)

Registration or Exemption Required. Subject to Assuming the accuracy of the representations and warranties of the Holder set forth contained in Section ___of the Facility Agreement, this Warrant has been issued in a transaction exempt from the registration requirements of the Securities Act by virtue of Regulation D and exempt from state registration or qualification under applicable state laws. The Warrant and None of the Common Stock issuable upon Warrant, the Exercise of this Warrant Shares or Failure Payment Shares may not be pledged, transferred, sold or assigned except pursuant to an effective registration statement or an exemption to the registration requirements of the Securities Act and applicable state laws including, without limitation, a so-called “4(1) and a half” transaction.

Appears in 1 contract

Samples: Warrant Agreement (Ista Pharmaceuticals Inc)

Registration or Exemption Required. Subject to the representations and warranties of the Holder set forth in Section ___3.3 of the Facility Loan Agreement, this Warrant has been issued in a transaction exempt from the registration requirements of the Securities Act by virtue of Regulation D and exempt from state registration under applicable state laws. The Warrant and the Common Stock issuable upon the Exercise of this Warrant may not be pledged, transferred, sold or assigned except pursuant to an effective registration statement or an exemption to the registration requirements of the Securities Act and applicable state laws including, without limitation, a so-called “4(1) and a half” transaction.

Appears in 1 contract

Samples: Warrant Agreement (Dynavax Technologies Corp)

Registration or Exemption Required. Subject to the representations and warranties of the Holder set forth in Section ___of the Facility Agreement, this This Warrant has been issued in a transaction exempt from the registration requirements of the Securities Act by virtue of Regulation D and exempt from state registration or qualification under applicable state laws. The Warrant and None of the Common Stock issuable upon Warrant, the Exercise of this Warrant Shares or Failure Payment Shares may not be pledgedoffered, sold, transferred, sold assigned, pledged, hypothecated or assigned otherwise disposed of or exercised except pursuant to an effective registration statement under the Securities Act or an exemption to from the registration requirements of the Securities Act and applicable state laws includinglaws, which exemption may include, without limitation, if applicable, a so-called “4(1) and a half” transaction.

Appears in 1 contract

Samples: Facility Agreement (IMRIS Inc.)

Registration or Exemption Required. Subject to the representations and warranties of the Holder set forth in Section ___of the Facility Agreement, this This Warrant has been issued in a transaction exempt from the registration requirements of the Securities Act by virtue of Regulation D and exempt from state registration or qualification under applicable state laws. The Warrant and None of the Common Stock issuable upon Warrant, the Exercise of this Warrant Shares or Failure Payment Shares may not be pledgedsold, transferred, sold assigned, pledged, hypothecated or assigned otherwise disposed of except pursuant to an effective registration statement under the Securities Act and applicable state laws or an exemption to the registration requirements of the Securities Act and applicable state laws including, without limitation, a so-called “4(1) and a half” transaction.

Appears in 1 contract

Samples: Warrant Agreement (Insulet Corp)