Regulation D Restrictions. The Holder hereof represents and warrants to the Company that it has acquired this Warrant and anticipates acquiring the shares of Common Stock issuable upon exercise of the Warrant solely for its own account for investment purposes and not with a view to or for distributing such securities unless such distribution has been registered with the Securities and Exchange Commission or an applicable exemption is available therefor. At the time this Warrant is exercised, the Company may require the Holder to state in the Notice of Exercise such representations concerning the Holder as are necessary or appropriate to assure compliance by the Holder with the Securities Act.
Regulation D Restrictions. The Holder hereof represents and warrants to the Company that it has acquired this Warrant and anticipates acquiring the shares of Common Stock issuable upon exercise of the Warrant solely for its own account for investment purposes and not with a view to or for resale of such securities unless such resale has been registered with the Commission or an applicable exemption is available therefor and provided that the Holder shall have furnished to the Company an opinion of counsel in form and substance reasonably satisfactory to the Company, to the effect that such transfer is exempt from the registration requirements of the Securities Act and any applicable state securities laws.
Regulation D Restrictions. The Holder hereof represents and warrants to the Company that it has acquired this Warrant and anticipates acquiring the shares of Common Stock issuable upon exercise of the Warrant solely for its own account for investment purposes and not with a view to or for distributing such securities unless such distribution has been registered with the Securities and Exchange Commission or an applicable exemption is available therefor. At the time this Warrant is exercised, the Company may require the Holder to state in the Notice of Exercise such representations -------------------------------------------------------------------------------- COMMON STOCK PURCHASE WARRANT - Page 2 (Dial-Thru International Corporation) concerning the Holder as are necessary or appropriate to assure compliance by the Holder with the Securities Act.
Regulation D Restrictions. The Holder hereof represents and warrants to the Company that it has acquired this Warrant and anticipates acquiring the shares of Common Stock issuable upon exercise of the Warrant solely for its own account for investment purposes and not with a view to or for distributing such securities unless such distribution has been registered with the Securities and Exchange Commission or an applicable exemption is available therefor; PROVIDED that the disposition of such shares of Common Stock shall at all times be and remain within the control of the Holder. At the time this Warrant is exercised, the Company may require the Holder to state in the Notice of Exercise such representations concerning the Holder as are necessary or appropriate to assure compliance by the Holder with the Securities Act.
Regulation D Restrictions. Notwithstanding anything to the contrary herein, Fonix shall have no obligation to offer, sell, issue or deliver any Fonix Securities to any Seller who Fonix does not reasonably believe to be an Accredited Investor, or who Buyer does not reasonably believe has, either alone or with his or its purchaser representative, such knowledge and experience in financial and business matters that he or it is capable of evaluating the merits and risks of exchanging his or its LTEL Shares for Fonix Securities. Additionally, Buyer shall not offer, sell, issue or deliver Fonix Securities to more than thirty-five (35) Sellers who are not Accredited Investors but who Buyer reasonably believes have, either alone or with their purchaser representatives, such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of exchanging their LTEL Shares for Fonix Securities.
Regulation D Restrictions. Notwithstanding Section 2.4(e), Buyer ------------------------- shall not offer, sell, issue or deliver Merger Shares or Buyer Exchange Options to any Target Stockholder or any holder of Target Options who Buyer does not reasonably believe to be an "accredited investor" as that term is defined in Regulation D ("Reg. D") promulgated under the Securities Act, or who Buyer does not reasonably believe has, either alone or with his or its purchaser representative, such knowledge and experience in financial and business matters that he or it is capable of evaluating the merits and risks of exchanging his or its Target Shares or Target Options, as the case may be, for Merger Shares or Buyer Exchange Options (each an "Unqualified Stockholder"). Additionally, Buyer shall not offer, sell, issue or deliver Merger Shares or Buyer Exchange Shares to more than 35 Target Stockholders or holders of Target Options who are not accredited investors but who Buyer reasonably believes have, either alone or with their purchaser representatives, such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of exchanging their Target Shares for Merger Shares or their Target Options for Buyer Exchange Options ("Sophisticated Stockholders"). If at Closing Buyer determines there are any Unqualified Stockholders or more than 35 Sophisticated Stockholders, Buyer shall, in addition to making the payments to accredited investors pursuant to Section 2.4(e):
(i) rank all Sophisticated Stockholders according to the extent of their respective percentage ownership of Target Shares on a fully diluted basis, and in accordance with Sections 2.4(e), 2.4(l) and 2.4(t), issue and deliver Merger Shares, Cash Payments or Buyer Exchange Options to only the 35 Sophisticated Stockholders who own the largest percentages of the total number of outstanding Target Shares on a fully diluted basis at Closing; and
(ii) deliver, in accordance with Section 2.4(l), to each Sophisticated Stockholder who is entitled to but does not receive payment under Section 2.4(f)(i) and to all Unqualified Stockholders the following consideration: (1) the Cash Payment, and (2) additional cash consideration in an amount that shall be determined by multiplying (a) the number of Merger Shares such Target Stockholders otherwise would be eligible to receive by (b) the Closing Price, provided that if any such Sophisticated Stockholder or Unqualified Stockholder shall own Targ...
Regulation D Restrictions. The Holder hereof represents and warrants to the Company that it has acquired this Warrant and anticipates acquiring the shares of Common Stock issuable upon exercise of the Warrant solely for its own account for investment purposes and not with a view to or for resale of such securities unless such resale has been registered with the Securities and Exchange Commission or an applicable exemption is available therefor. At the time this Warrant is exercised, the Company may require the Holder to state in the Notice of Exercise such representations concerning the Holder as are necessary or appropriate to assure compliance by the Holder with the Securities Act. Notwithstanding the foregoing, the Company acknowledges and agrees that the Common Stock issuable upon any exercise of this Warrant shall be governed and covered by the Registration Rights Agreement, as defined in the Agreement, between the Company and the Holder hereof. 2.
Regulation D Restrictions. The Holder hereof represents and warrants to Phage that it has acquired this Warrant and anticipates acquiring the Shares issuable on exercise of the Warrant solely for its own account for investment purposes and not with a view to or for resale of such securities unless such resale has been registered with the Commission or an applicable exemption is available therefor and provided that the Holder will have furnished to Phage an opinion of counsel in form and substance reasonably satisfactory to Phage, to the effect that such transfer is exempt from the registration requirements of the Securities Act and any applicable state securities laws.
Regulation D Restrictions. Without limiting such holders right to transfer, assign, pledge or sell this Warrant or the Warrant Shares, the holder hereof represents and warrants to the Company that it has acquired this Warrant and anticipates acquiring the shares of Common Stock issuable upon exercise of the Warrant solely for its own account for investment purposes and not with a view to or for resale of such securities unless such resale has been registered with the Commission or an applicable exemption is available therefor. At the time this Warrant is exercised, the Company may require the holder to state in the Notice of Exercise such representations concerning the holder as are necessary or appropriate to assure compliance by the holder with the Securities Act.
Regulation D Restrictions. The Holder hereof represents and warrants to the Company that it has acquired this Warrant and anticipates acquiring the shares of Common Stock issuable upon exercise of the Warrant solely for its own account for investment purposes and not with a view to or for distributing such securities unless such distribution has been registered with the Securities and Exchange Commission or an applicable exemption is available therefor. At the time this Warrant is exercised, the Company may require the Holder to state in the Notice of Exercise such representations ------------------------------------------------------------------------------- COMMON STOCK PURCHASE WARRANT - Page 2 (XXXXX Telecom & Technologies, Inc.) concerning the Holder as are necessary or appropriate to assure compliance by the Holder with the Securities Act.
