Common use of Representations, Warranties and Covenants of Holder Clause in Contracts

Representations, Warranties and Covenants of Holder. Holder hereby represents, warrants and covenants to the Company as follows: (a) Holder is acquiring the Warrant, and upon exercise of the Warrant will acquire the Warrant Shares, for its own account with no intention of distributing or reselling the Warrant or Warrant Shares in any transaction that would be a violation of the securities laws of the United States or any state, without prejudice to the Holder’s rights at all times to sell or otherwise dispose of all or part of such Warrant under a registration under the Securities Act or an exemption available thereto. Holder is aware that neither the Warrant nor the Warrant Shares are registered under the Securities Act or any state or other jurisdiction’s securities laws, and that Holder must hold the Warrant and the Warrant Shares indefinitely unless subsequently registered or an exemption from registration is available. Holder understands and agrees that the Warrant will bear the restrictive legend set forth on the Warrant and that the Warrant Shares will bear the legend set forth in Section 12 of this Warrant Agreement. Holder represents and warrants that it is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act.

Appears in 6 contracts

Samples: Warrant Agreement (AMEDICA Corp), Warrant Agreement (AMEDICA Corp), Warrant Agreement (AMEDICA Corp)

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Representations, Warranties and Covenants of Holder. Holder hereby represents, warrants and covenants to the Company as follows: (a) Holder is acquiring the Warrant, and upon exercise of the Warrant will acquire the Warrant Shares, for its own account with no intention of distributing or reselling the Warrant or Warrant Shares in any transaction that would be a violation of the securities laws of the United States or any state, without prejudice to the Holder’s rights at all times to sell or otherwise dispose of all or part of such Warrant under a registration under the Securities Act or an exemption available thereto. Holder is aware that neither the Warrant nor the Warrant Shares are registered under the Securities Act or any state or other jurisdiction’s securities laws, and that Holder must hold the Warrant and the Warrant Shares indefinitely unless subsequently registered or an exemption from registration is available. Holder understands and agrees that the Warrant will bear the restrictive legend set forth on the Warrant and that the Warrant Shares will bear the legend set forth in Section 12 10 of this Warrant Agreement. Holder represents and warrants that it is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act.

Appears in 3 contracts

Samples: Warrant Agreement (AMEDICA Corp), Warrant Agreement (AMEDICA Corp), Warrant Agreement (AMEDICA Corp)

Representations, Warranties and Covenants of Holder. Holder hereby represents, warrants and covenants to the Company as follows: (a) Holder is acquiring the Warrant, and upon exercise of the Warrant will acquire the Warrant Shares, for its own account with no intention of distributing or reselling the Warrant or Warrant Shares in any transaction that would be a violation of the securities laws of the United States or any state, without prejudice to the Holder’s 's rights at all times to sell or otherwise dispose of all or part of such Warrant under a registration under the Securities Act or an exemption available thereto. Holder is aware that neither the Warrant nor the Warrant Shares are registered under the Securities Act or any state or other jurisdiction’s 's securities laws, and that Holder must hold the Warrant and the Warrant Shares indefinitely unless subsequently registered or an exemption from registration is available. Holder understands and agrees that the Warrant will bear the restrictive legend set forth on the Warrant and that the Warrant Shares will bear the legend set forth in Section 12 10 of this Warrant Agreement. Holder represents and warrants that it is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act.

Appears in 1 contract

Samples: Warrant Agreement (Amedica Corp)

Representations, Warranties and Covenants of Holder. Holder Each Holder, by accepting a Warrant, hereby represents, warrants and covenants to the Company as follows: (a) that Holder is acquiring the Warrant, and upon exercise of the Warrant will acquire the Warrant Shares, for its own account with no intention of distributing or reselling the Warrant or Warrant Shares in any transaction manner that would be a violation of the securities laws of the United States or any state, without prejudice to the Holder’s 's rights at all times to sell or otherwise dispose of all or part of such Warrant under a registration statement under the Securities Act of 1933, as amended (the "Securities Act") or an exemption available thereto. Holder is aware that neither the Warrant nor the Warrant Shares are registered under the Securities Act or any state or other jurisdiction’s 's securities laws, and that Holder must hold the Warrant and the Warrant Shares indefinitely unless subsequently registered or an exemption from registration is available. Holder understands and agrees that the Warrant will bear the restrictive legend set forth on the Warrant and that the Warrant Shares will bear the legend set forth in Section 12 10 of this Warrant Agreement. Holder represents and warrants that it is an "accredited investor" as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act.

Appears in 1 contract

Samples: Warrant Agreement (Sunterra Corp)

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Representations, Warranties and Covenants of Holder. Holder hereby represents, warrants and covenants to the Company Amedica as follows: (a) Holder is acquiring the Warrant, and upon exercise of the Warrant will acquire the Warrant Shares, for its own account with no intention of distributing or reselling the Warrant or Warrant Shares in any transaction that would be a violation of the securities laws of the United States or any state, without prejudice to the Holder’s rights at all times to sell or otherwise dispose of all or part of such Warrant under a registration under the Securities Act or an exemption available thereto. Holder is aware that neither the Warrant nor the Warrant Shares are registered under the Securities Act or any state or other jurisdiction’s securities laws, and that Holder must hold the Warrant and the Warrant Shares indefinitely unless subsequently registered or an exemption from registration is available. Holder understands and agrees that the Warrant will bear the restrictive legend set forth on the Warrant and that the Warrant Shares will bear the legend set forth in Section 12 8 of this Warrant Agreement. Holder represents and warrants that it is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act.

Appears in 1 contract

Samples: Warrant Agreement (AMEDICA Corp)

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