Common use of Registration Under the Securities Act of 1933 Clause in Contracts

Registration Under the Securities Act of 1933. The Warrant and the Warrant Securities have not been registered under the Securities Act. Upon exercise, in part or in whole, of the Warrant, certificates representing the Warrant Securities shall bear the following legend in the event there is no current registration statement effective with the U.S. Securities and Exchange Commission (the “Commission”) at such time as to such securities: The securities represented by this certificate may not be offered or sold except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act and applicable state securities laws is available.

Appears in 5 contracts

Samples: Common Stock Purchase Warrant Agreement (Graymark Healthcare, Inc.), Common Stock Purchase Warrant Agreement (Graymark Healthcare, Inc.), Common Stock Purchase Warrant Agreement (Graymark Healthcare, Inc.)

AutoNDA by SimpleDocs

Registration Under the Securities Act of 1933. The Warrant and the Warrant Securities have not been registered under the Securities Act. Upon exercise, in part or in whole, of the Warrant, certificates representing the Warrant Securities shall bear the following legend in the event there is no current registration statement effective with the U.S. U. S. Securities and Exchange Commission (the “Commission”) at such time as to such securities: The securities represented by this certificate may not be offered or sold except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act and applicable state securities laws is available.

Appears in 4 contracts

Samples: Common Stock Purchase Warrant Agreement (Graymark Healthcare, Inc.), Common Stock Purchase Warrant Agreement (Graymark Healthcare, Inc.), Common Stock Purchase Warrant Agreement (Graymark Productions Inc)

Registration Under the Securities Act of 1933. The Warrant Warrants and the Warrant Securities (collectively the "Registrable Securities") have not been registered under the Securities Act of 1933, as amended (the "Act"). Upon exercise, in part or in whole, of the WarrantWarrants, certificates representing the Warrant Securities Shares shall bear the following legend in the event there is no current registration statement effective with the U.S. Securities and Exchange Commission (the “Commission”) at such time as to such securities: The securities represented by this certificate may not be offered or sold except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act and applicable state securities laws is available.

Appears in 4 contracts

Samples: Underwriter's Warrant Agreement (Cropking Inc), Underwriter's Warrant Agreement (Precis Smart Card Systems Inc), Underwriter's Warrant Agreement (Precis Smart Card Systems Inc)

Registration Under the Securities Act of 1933. The Warrant Warrants and the shares of Class B Common Stock issuable upon exercise of the Warrants (collectively, the “Warrant Securities Securities”) have not been registered under the Securities Act. Upon exercise, in part or in whole, of Act and the Warrant, certificates representing the Warrant Securities or any other evidence thereof shall bear the following legend in the event there is no current registration statement effective with the U.S. Securities and Exchange Commission (the “Commission”) at such time as to such securitieslegends: The securities warrant represented by this certificate and the other securities issued upon exercise thereof may not be offered or sold except pursuant to (i) an effective registration statement under the Securities Act of 1933 (the “Act”), (ii) to the extent applicable, Rule 144 under the such Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act and applicable state securities laws is available.

Appears in 3 contracts

Samples: Representative’s Warrant Agreement (Marchex Inc), Representative’s Warrant Agreement (Marchex Inc), Representative's Warrant Agreement (Marchex Inc)

Registration Under the Securities Act of 1933. The Warrant Warrants and the Warrant Securities have not been registered under the Securities Act of 1933, as amended (the "Act"). Upon exercise, in part or in whole, of the WarrantWarrants, certificates representing the Warrant Securities shall bear the following legend in the event there is no current registration statement effective with the U.S. Securities and Exchange Commission (the “Commission”) at such time as to such securitieslegend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered or sold except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act and applicable state securities laws is available.

Appears in 2 contracts

Samples: Placement Agent's Unit Purchase Warrant Agreement (Nuwave Technologies Inc), Placement Agent's Unit Purchase Warrant Agreement (Sanguine Corp)

AutoNDA by SimpleDocs

Registration Under the Securities Act of 1933. The Warrant Warrants and the Warrant Underlying Securities have not been registered under the Securities Act of 1933 (the "Act"). Upon The Warrants and upon exercise, in part or in whole, of the WarrantWarrants, certificates representing the Warrant Underlying Securities shall bear the following legend in the event there is no current registration statement effective with the U.S. Securities and Exchange Commission (the “Commission”) at such time as to such securitieslegend: The securities represented by this certificate have not been registered under the Securities Act of 1933 (the "Act"), and may not be offered offered, sold, pledged hypothecated, assigned or sold transferred except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act and applicable state securities laws is available.

Appears in 2 contracts

Samples: Placement Agent's Warrant Agreement (Careerengine Network Inc), Placement Agent's Warrant Agreement (Ratexchange Corp)

Registration Under the Securities Act of 1933. The Warrant Warrant, and the Warrant Securities Shares, have not been registered under the Securities ActAct of 1933, as amended (the "ACT"). Upon exercise, in part or in whole, of the Warrant, Warrant certificates representing the Warrant Securities Shares shall bear the following legend in the event there is no current registration statement effective with the U.S. Securities and Exchange Commission (the “Commission”or similar) at such time as to such securitieslegend: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("ACT"), and may not be offered or sold except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act and applicable state securities laws is available."

Appears in 1 contract

Samples: Warrant Agreement (Nur Macroprinters LTD)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!