Common use of Registration or Exemption Required Clause in Contracts

Registration or Exemption Required. 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. None of the Warrant or the Exercise Shares may be pledged, transferred, sold, assigned, hypothecated or otherwise disposed of 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 13 contracts

Samples: Warrant Agreement (Cryoport, Inc.), Warrant Agreement (Cryoport, Inc.), Warrant Agreement (Cryoport, Inc.)

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Registration or Exemption Required. 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. None of the Warrant or Warrant, the Exercise Shares or Failure Payment Shares may be pledged, transferred, sold, assigned, hypothecated sold or otherwise disposed of 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 7 contracts

Samples: Warrant Agreement (Alphatec Holdings, Inc.), Facility Agreement (MAKO Surgical Corp.), Facility Agreement (MAKO Surgical Corp.)

Registration or Exemption Required. 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. None of Neither the Warrant or nor the Exercise Shares may be pledged, transferred, sold, assigned, hypothecated or otherwise disposed of except pursuant to an effective registration statement covering the resale of such securities 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. This Warrant shall be subject to the restrictions on transfer set forth in the Shareholders Agreement.

Appears in 6 contracts

Samples: Warrant Agreement (Weichai America Corp.), Warrant Agreement (Power Solutions International, Inc.), Warrant Agreement (Weichai America Corp.)

Registration or Exemption Required. 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. Regulation S. None of the Warrant or the Exercise Shares may be pledged, transferred, sold, assigned, hypothecated or otherwise disposed of 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 4 contracts

Samples: Warrant Agreement (Cytomedix Inc), Warrant Agreement (Tengion Inc), Warrant Agreement (Tengion Inc)

Registration or Exemption Required. 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. None of the Warrant or Warrant, the Exercise Shares or Failure Payment Shares may be pledged, transferred, sold, assigned, hypothecated sold or otherwise disposed of 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” transactionlaws.

Appears in 3 contracts

Samples: Warrant Agreement (Infinity Pharmaceuticals, Inc.), Warrant Agreement (Infinity Pharmaceuticals, Inc.), Facility Agreement (Infinity Pharmaceuticals, Inc.)

Registration or Exemption Required. 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. None of Neither the Warrant or nor the Exercise Shares may be pledged, transferred, sold, assigned, hypothecated or otherwise disposed of except pursuant to an effective registration statement covering the resale of such securities 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 3 contracts

Samples: Warrant Agreement (Arena Pharmaceuticals Inc), Warrant Agreement (Arena Pharmaceuticals Inc), Warrant Agreement (Arena Pharmaceuticals Inc)

Registration or Exemption Required. 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. None of the Warrant or the Exercise Shares may be pledged, transferred, sold, assigned, hypothecated sold or otherwise disposed of assigned except pursuant to an effective registration statement or an exemption to from the registration requirements of the Securities Act and applicable state laws including, without limitation, a so-called “4(14(a)(1) and a half” transaction.

Appears in 2 contracts

Samples: Facility Agreement (Kempharm, Inc), Warrant Agreement (Kempharm, Inc)

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Registration or Exemption Required. This Warrant has been issued in a transaction exempt from the registration requirements of the Securities Act by virtue of Section 4(2) thereof and/or Regulation D thereunder and exempt from state registration or qualification under applicable state laws. None of the Warrant or Warrant, the Exercise Shares or Failure Payment Shares may be pledged, transferred, sold, assigned, hypothecated sold or otherwise disposed of 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 (Discovery Laboratories Inc /De/), Warrant Agreement (Discovery Laboratories Inc /De/)

Registration or Exemption Required. 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. None of the Warrant or Warrant, the Exercise Shares or Failure Payment Shares may be pledged, transferred, sold, assigned, hypothecated sold or otherwise disposed of 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(14[(a)](1) and a half” transaction.

Appears in 2 contracts

Samples: Warrant Agreement (Avadel Pharmaceuticals PLC), Warrant Agreement (Avadel Pharmaceuticals PLC)

Registration or Exemption Required. 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. None of the Warrant or Warrant, the Exercise Shares or Failure Payment Shares may be pledged, transferred, sold, assigned, hypothecated sold or otherwise disposed of 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” transactiontransaction and in compliance with the provisions of Section 2(e) of this Warrant.

Appears in 1 contract

Samples: Warrant Agreement (Pacific Biosciences of California Inc)

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