Common use of Representation by the Holder Clause in Contracts

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 4125 contracts

Samples: Common Stock Purchase Warrant (Wisa Technologies, Inc.), Pre Funded Securities Agreement (Banzai International, Inc.), Common Stock Purchase Warrant (GAXOS.AI Inc.)

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Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares ADSs issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares ADSs or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 177 contracts

Samples: Placement Agent Warrant (Purple Biotech Ltd.), Underwriting Agreement (Nova Minerals LTD), Security Agreement (Can-Fite BioPharma Ltd.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant or Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 51 contracts

Samples: Security Agreement (Zhibao Technology Inc.), Security Agreement (Zhibao Technology Inc.), Underwriting Agreement (Breathe BioMedical Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 31 contracts

Samples: Pre Funded Warrant Agreement (Banzai International, Inc.), Pre Funded Warrant Agreement (Banzai International, Inc.), Common Stock Purchase Warrant (Assembly Biosciences, Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state or provincial securities lawlaws, except pursuant to sales registered or exempted under the Securities ActAct and any applicable state or provincial securities laws.

Appears in 14 contracts

Samples: Security Agreement (Bionik Laboratories Corp.), Security Agreement (Bionik Laboratories Corp.), Security Agreement (Aralez Pharmaceuticals Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or Warrant Shares; provided that this representation shall not be breached by any part thereof in violation act of the Holder that complies with the Securities Act or and any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 13 contracts

Samples: Security Agreement (Streamtrack, Inc.), Securities Purchase Agreement (New Leaf Brands, Inc.), Securities Purchase Agreement (Xsunx Inc)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act. Section 5.

Appears in 13 contracts

Samples: Second Lien Indenture (Luminar Technologies, Inc./De), Common Stock Purchase Warrant (Greenidge Generation Holdings Inc.), Securities Purchase Agreement (Digital Media Solutions, Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that (x) it is acquiring this Warrant andfor its own account and not with a view to or for distributing or reselling this Warrant and (y), upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities ActAct and any applicable state securities law.

Appears in 11 contracts

Samples: Warrant Agreement (Millennium Healthcare Inc.), Security Agreement (PLC Systems Inc), Securities Agreement (PLC Systems Inc)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereofhereof (other than upon a cashless exercise pursuant to Section 2(c)), will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 10 contracts

Samples: Security Agreement (United States Antimony Corp), Security Agreement (United States Antimony Corp), Security Agreement (United States Antimony Corp)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted exempt under the Securities Act.

Appears in 10 contracts

Samples: Security Agreement (Palatin Technologies Inc), Securities Agreement (Palatin Technologies Inc), Security Agreement (Vicinity Motor Corp)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.. ​

Appears in 8 contracts

Samples: Underwriting Agreement (Medirom Healthcare Technologies Inc.), Underwriting Agreement (Medirom Healthcare Technologies Inc.), Representative Warrant Agreement (Vision Marine Technologies Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 8 contracts

Samples: Warrant Agreement (NewsBeat Social, Inc.), Equity Underwriting Agreement (Vascular Biogenics Ltd.), Warrant Agreement (Vascular Biogenics Ltd.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares Units issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares Units or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 7 contracts

Samples: Warrant Agreement (Intuitive Machines, Inc.), Warrant Agreement (Intuitive Machines, Inc.), Warrant Agreement (Intuitive Machines, Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it he is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its his own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 7 contracts

Samples: Placement Agent Agreement (ProFrac Holding Corp.), Placement Agreement (ProFrac Holding Corp.), Security Agreement (NovaBay Pharmaceuticals, Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered under or exempted from registration under the Securities Act.

Appears in 6 contracts

Samples: Warrant Agreement (ABT Holdings, Inc.), Warrant Agreement (ABT Holdings, Inc.), Security Agreement (Content Checked Holdings, Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling this Warrant or such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 6 contracts

Samples: Security Agreement (NeuBase Therapeutics, Inc.), Security Agreement (NeuBase Therapeutics, Inc.), Security Agreement (NeuBase Therapeutics, Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Placement Agent Warrant and, upon any exercise hereof, will acquire the Placement Agent Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Placement Agent Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 6 contracts

Samples: Placement Agent Warrant (Marizyme, Inc.), Placement Agent Warrant (Marizyme, Inc.), Placement Agent Warrant (Marizyme, Inc.)

Representation by the Holder. The Holder, Holder by the acceptance hereof, represents and warrants that it is acquiring this the Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Warrants Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 5 contracts

Samples: Warrant Agreement (Agritech Worldwide, Inc.), Warrant Agreement (Agritech Worldwide, Inc.), Warrant Agreement (Z Trim Holdings, Inc)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares Securities issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares Securities or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 5 contracts

Samples: Warrant Agreement (Pyxis Tankers Inc.), Placement Agency Agreement (Pyxis Tankers Inc.), Underwriting Agreement (Fat Brands, Inc)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it [he/she/it] is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its [its/his/her] own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Niocorp Developments LTD), Securities Purchase Agreement (Niocorp Developments LTD), Securities Agreement (Tanzanian Gold Corp)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 5 contracts

Samples: Warrant Agreement (Precipio, Inc.), Pre Funded Common Stock Purchase Warrant (Apollo Endosurgery, Inc.), Security Agreement (Phio Pharmaceuticals Corp.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it the Holder is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 4 contracts

Samples: Security Agreement (GeoVax Labs, Inc.), Security Agreement (GeoVax Labs, Inc.), Security Agreement (GeoVax Labs, Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted exempt from registration under the Securities Act.

Appears in 4 contracts

Samples: Common Stock Purchase Agreement (Kiora Pharmaceuticals Inc), Warrant Agreement (Jeffs' Brands LTD), Security Agreement (Panacea Life Sciences Holdings, Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that he, she or it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (Camden Learning CORP), Merger Agreement (Camden Learning CORP), Security Agreement (National American University Holdings, Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales shares registered or exempted under the Securities Act.

Appears in 3 contracts

Samples: Common Stock Purchase Warrant (Remark Holdings, Inc.), Securities Purchase Agreement (Remark Holdings, Inc.), Common Stock Purchase Warrant (Remark Holdings, Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant or Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.. Section 5. Registration Rights

Appears in 3 contracts

Samples: Underwriting Agreement (Society Pass Incorporated.), Underwriting Agreement (Society Pass Incorporated.), Underwriting Agreement (Society Pass Incorporated.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable provincial, state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 3 contracts

Samples: Underwriting Agreement (Foremost Lithium Resource & Technology Ltd.), Underwriting Agreement (Foremost Lithium Resources & Technology Ltd.), Warrant Agreement (Foremost Lithium Resources & Technology Ltd.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Underwriter’s Warrant and, upon any exercise hereof, will acquire the Warrant Shares Securities issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares Securities or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 3 contracts

Samples: Underwriting Agreement (Harbor Custom Development, Inc.), Underwriting Agreement (Harbor Custom Development, Inc.), Underwriting Agreement (Pyxis Tankers Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act of 1933, as amended, or any applicable state securities law, except pursuant to sales registered or exempted under the Securities ActAct of 1933, as amended.

Appears in 3 contracts

Samples: Common Stock Purchase Warrant (Conkwest, Inc.), Warrant Agent Agreement (Quotient LTD), Ordinary Share Purchase Warrant (Quotient LTD)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act, and that the Holder is able to bear the economic risk of its investment in the Warrant Shares.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Ireland Inc.), Securities Agreement (Ireland Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities ActAct.][9] [9] Remove for Series H Warrants.

Appears in 2 contracts

Samples: Security Agreement (Rennova Health, Inc.), Security Agreement (Rennova Health, Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant Purchase Option and, upon any exercise hereof, will acquire the Warrant Shares Units issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares Units or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 2 contracts

Samples: Security Agreement (INVO Bioscience, Inc.), Security Agreement (INVO Bioscience, Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares ADSs or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 2 contracts

Samples: Underwriting Agreement (SaverOne 2014 Ltd.), Underwriting Agreement (SaverOne 2014 Ltd.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or of reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Accelerated Pharma, Inc.), Security Agreement (Accelerated Pharma, Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares or Pre-Funded Warrants issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or Pre-Funded Warrants or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 2 contracts

Samples: Warrant Agreement (Achieve Life Sciences, Inc.), Securities Agreement (NLS Pharmaceutics Ltd.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the shares of Warrant Shares Stock issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such shares of Warrant Shares Stock or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 2 contracts

Samples: Common Stock Purchase Warrant (ALT5 Sigma Corp), Common Stock Purchase Warrant (ALT5 Sigma Corp)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities lawlaw or Canadian Securities Laws, except pursuant to sales registered or exempted under the Securities Act.

Appears in 2 contracts

Samples: Common Share Purchase Warrant (BriaCell Therapeutics Corp.), Pre Funded Common Share Purchase Warrant (BriaCell Therapeutics Corp.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares and/or Pre-Funded Warrants issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares and/or Pre-Funded Warrants or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 2 contracts

Samples: Securities Agreement (SmartKem, Inc.), Securities Agreement (SmartKem, Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that he, she or it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its his own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 2 contracts

Samples: Securities Agreement (Summit Wireless Technologies, Inc.), Security Agreement (Summit Wireless Technologies, Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Purchase Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 2 contracts

Samples: Purchase Warrant (Unique Fabricating, Inc.), Purchase Warrant (Unique Fabricating, Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereofhereof (other than pursuant to a Cashless Exercise), will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 2 contracts

Samples: Security Agreement (Digital Ally Inc), Security Agreement (Digital Ally Inc)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities ActAct and under applicable state securities laws.

Appears in 2 contracts

Samples: Common Stock Purchase Warrant (Conversion Labs, Inc.), Common Stock Purchase Warrant (Ritter Pharmaceuticals Inc)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Broker Warrant and, upon any exercise hereof, will acquire the Warrant Broker Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Broker Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act. The transfer of this Broker Warrant shall also be conditioned upon the transferee making similar representations to the Company.

Appears in 2 contracts

Samples: Broker Purchase Warrant (Angion Biomedica Corp.), Broker Purchase Warrant (Angion Biomedica Corp.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Underwriter’s Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 2 contracts

Samples: Underwriting Agreement (Harbor Custom Development, Inc.), Underwriting Agreement (Harbor Custom Development, Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.. f)

Appears in 1 contract

Samples: Posting Agreement (Jet Token Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant the Warrants and, upon any exercise hereofthereof, will acquire the Warrant Shares shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares Warrants or shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 1 contract

Samples: Credit Agreement (Retrophin, Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Regenerx Biopharmaceuticals Inc)

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Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it the Holder is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its the Holder’s own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Qualigen Therapeutics, Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act. Section 5. [Intentionally Left Blank].

Appears in 1 contract

Samples: Security Agreement (Atlas Lithium Corp)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.with

Appears in 1 contract

Samples: Securities Agreement (Aeterna Zentaris Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its Holder’s own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (NantKwest, Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant or Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act. Section 5.

Appears in 1 contract

Samples: Securities Agreement (Electriq Power Holdings, Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares ADSs issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or Warrant ADSs or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 1 contract

Samples: Underwriting Agreement (Intchains Group LTD)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereofhereof (other than pursuant to a cashless exercise), will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Digital Ally Inc)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.. JanOne Form 8-K (May 1, 2024) exhibit 4.6 10

Appears in 1 contract

Samples: Common Stock Purchase Warrant (JanOne Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.. Ex. A-13

Appears in 1 contract

Samples: Underwriting Agreement (Marpai, Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a JanOne Common Stock Purchase Warrant.February 2024.1 11 view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (JanOne Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act. 13 Remove from Placement Agent Warrant.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (AzurRx BioPharma, Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in 12 violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 1 contract

Samples: Security Agreement

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereofhereof (other than upon a “cashless exercise” as provided in Section 2(c)), will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Transportation & Logistics Systems, Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the U.S. Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the U.S. Securities Act.

Appears in 1 contract

Samples: Common Share Purchase Warrant (Damon Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.law.]6

Appears in 1 contract

Samples: Security Agreement (Tenax Therapeutics, Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Actexempted.

Appears in 1 contract

Samples: Security Agreement (Jacksam Corp)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing distribution or reselling of such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 1 contract

Samples: Security Agreement (Aspen Group, Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, in compliance with the Securities Act and for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 1 contract

Samples: Placement Agent Common Stock Agreement (SenesTech, Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares ADSs issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 1 contract

Samples: Warrant (Belite Bio, Inc)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.ò䀄怅瀁ကM

Appears in 1 contract

Samples: Securities Agreement (Parallax Health Sciences, Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire willacquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of violationof the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 1 contract

Samples: Warrant Agreement (Vitro Biopharma, Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares Units issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares Units or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 1 contract

Samples: Securities Agreement (Trans Lux Corp)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 1 contract

Samples: Security Agreement (VIQ Solutions Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.. ​ ​

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Brainstorm Cell Therapeutics Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.]

Appears in 1 contract

Samples: Security Agreement (AzurRx BioPharma, Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Actaccount.

Appears in 1 contract

Samples: Warrant to Purchase Common Stock (Vincerx Pharma, Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.. 12

Appears in 1 contract

Samples: Securities Agreement (Jayhawk Energy, Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except law (provided that the Holder may resell the Warrant and the Warrant Shares pursuant to sales registered an effective registration statement or exempted under the Securities Actotherwise in compliance with applicable federal and state securities laws).

Appears in 1 contract

Samples: Common Share Purchase Warrant (XORTX Therapeutics Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Underwriter's Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 1 contract

Samples: Underwriting Agreement (Pyxis Tankers Inc.)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares and/or Prefunded Warrants issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares and/or Prefunded Warrants or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Appears in 1 contract

Samples: Securities Purchase Agreement (Molecular Templates, Inc.)

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