Common use of Sale or Exercise Without Registration Clause in Contracts

Sale or Exercise Without Registration. If, at the time of any exercise, transfer or surrender for exchange of a Warrant or of Underlying Securities previously issued upon the exercise of Warrants, such Warrant or Underlying Securities shall not be registered under the Securities Act, the Company may require, as a condition of allowing such exercise, transfer or exchange, that the Holder or transferee of such Warrant or Underlying Securities, as the case may be, furnish to the Company an opinion of counsel, reasonably satisfactory to the Company, to the effect that such exercise, transfer or exchange may be made without registration under the Securities Act, provided that the disposition thereof shall at all times be within the control of such Holder or transferee, as the case may be, and provided further that nothing contained in this Section 2 shall relieve the Company from complying with any request for registration pursuant to the Registration Rights Agreement. The first Holder of this Warrant, by acceptance hereof, represents to the Company that it is acquiring the Warrants for investment and not with a view to the distribution thereof.

Appears in 10 contracts

Samples: Warrant Agreement (8x8 Inc /De/), Warrant Agreement (8x8 Inc /De/), Warrant Agreement (8x8 Inc /De/)

AutoNDA by SimpleDocs

Sale or Exercise Without Registration. If, at the time of any exercise, transfer or surrender for exchange of a Warrant or of Underlying Securities previously issued upon the exercise of Warrants, such Warrant or Underlying Securities shall not be registered under the Securities Act, the Company may require, as a condition of allowing such exercise, transfer or exchange, that the Holder or transferee of such Warrant or Underlying Securities, as the case may be, furnish to the Company an opinion of counsel, reasonably satisfactory to the Company, to the effect that such exercise, transfer or exchange may be made without registration under the Securities Act, provided that the disposition thereof shall at all times be within the control of such Holder or transferee, as the case may be, and provided further that nothing contained in this Section 2 shall relieve the Company from complying with any request for its obligations concerning registration of Underlying Securities pursuant to the Registration Rights Subscription Agreement. The first Holder of this Warrant, by acceptance hereof, represents to the Company that it is acquiring the Warrants for investment and not with a view to the distribution thereof.

Appears in 6 contracts

Samples: Warrant Agreement (Ohr Pharmaceutical Inc), Warrant Agreement (Ohr Pharmaceutical Inc), Warrant Agreement (Ohr Pharmaceutical Inc)

Sale or Exercise Without Registration. If, at the time of any exercise, transfer or surrender for exchange of a Warrant or of Underlying Securities previously issued upon the exercise of Warrants, such Warrant or Underlying Securities shall not be registered under the Securities Act, the Company may require, as a condition of allowing such exercise, transfer or exchange, that the Holder or transferee of such Warrant or Underlying Securities, as the case may be, furnish to the Company an opinion of counsel, reasonably satisfactory to the Company, to the effect that such exercise, transfer or exchange may be made without registration under the Securities Act, provided that the disposition thereof shall at all times be within the control of such Holder or transferee, as the case may be, and provided further that nothing contained in this Section 2 shall relieve the Company from complying with any request for registration pursuant to the Registration Investor Rights Agreement. The first Holder of this Warrant, by acceptance hereof, represents to the Company that it is acquiring the Warrants for investment and not with a view to the distribution thereof.

Appears in 4 contracts

Samples: Warrant Agreement (8x8 Inc /De/), Warrant Agreement (8x8 Inc /De/), Warrant Agreement

Sale or Exercise Without Registration. If, at the time of any exercise, transfer or surrender for exchange of a Warrant or of Underlying Securities previously issued upon the exercise of Warrantsa Warrant, such Warrant or Underlying Securities shall not be registered under the Securities Act, the Company may require, as a condition of allowing such exercise, transfer or exchange, that the Holder or transferee of such Warrant or Underlying Securities, as the case may be, furnish to the Company an a satisfactory opinion of counsel, reasonably satisfactory to the Company, counsel to the effect that such exercise, transfer or exchange may be made without registration under the Securities Act, provided that the disposition thereof shall at all times be within the control of such Holder or transferee, as the case may be, and provided further that nothing contained in this Section 2 shall relieve the Company from complying with any request for registration pursuant to the Amended Registration Rights Agreement. The first Holder of this Warrant, by acceptance hereof, represents to the Company that it is acquiring the Warrants Warrant for investment and not with a view to the distribution thereof.

Appears in 2 contracts

Samples: Warrant Agreement (Visx Inc), Warrant Agreement (Visx Inc)

Sale or Exercise Without Registration. If, at the time of any exercise, transfer or surrender for exchange of a this Warrant or of Underlying Securities Common Stock (or Other Securities) previously issued upon the exercise of Warrantsthis Warrant, such Warrant or Underlying Securities Common Stock (or Other Securities) shall not be registered under the Securities Act, the Company may require, as a condition of allowing such exercise, transfer or exchange, that the Holder holder or transferee of such this Warrant or Underlying Common Stock (or Other Securities), as the case may be, furnish to the Company an a satisfactory opinion of counsel, reasonably satisfactory to the Company, counsel to the effect that such exercise, transfer or exchange may be made without registration under the Securities Act, provided that the disposition thereof shall at all times be within the control of such Holder holder or transferee, as the case may be, and provided further that nothing contained in this Section section 2 shall relieve the Company from complying with any request for registration pursuant to the Registration Rights Agreementsection 1 hereof. The first Holder holder of this Warrant, by acceptance hereof, Warrant represents to the Company that it is acquiring the Warrants this Warrant for investment and not with a view to the distribution thereof.

Appears in 2 contracts

Samples: Common Stock Purchase Warrant (Frontline Communications Corp), Common Stock Purchase Warrant (Provo International Inc)

Sale or Exercise Without Registration. If, at the time of any exercise, transfer or surrender for exchange of a this Warrant or of Underlying Securities Common Stock (or Other Securities) previously issued upon the exercise of Warrantsthis Warrant, such this Warrant or Underlying Securities Common Stock (or Other Securities) shall not be registered under the Securities Act, the Company may require, as a condition of allowing such exercise, transfer or exchange, that the Holder holder or transferee of such this Warrant or Underlying Common Stock (or Other Securities), as the case may be, furnish to the Company an a satisfactory opinion of counsel, reasonably satisfactory to the Company, counsel to the effect that such exercise, transfer or exchange may be made without registration under the Securities Act, provided that the disposition thereof shall at all times be within the control of such Holder holder or transferee, as the case may be, and provided further that nothing contained in this Section section 2 shall relieve the Company from complying with any request for registration pursuant to the Registration Rights Agreementsection 1 hereof. The first Holder holder of this Warrant, by acceptance hereof, Warrant represents to the Company that it is acquiring the Warrants this Warrant for investment and not with a view to the distribution thereof.

Appears in 2 contracts

Samples: Common Stock Purchase Warrant (Magnavision Corporation), Common Stock Purchase Warrant (Magnavision Corporation)

AutoNDA by SimpleDocs

Sale or Exercise Without Registration. If, at the time of any exercise, transfer or surrender for exchange of a this Warrant or of Underlying Securities Common Stock (or Other Securities) previously issued upon the exercise of Warrantsthis Warrant, such this Warrant or Underlying Securities Common Stock (or Other Securities) shall not be registered under the Securities Act, the Company may require, as a condition of allowing such exercise, transfer or exchange, that the Holder record owner or transferee of such this Warrant or Underlying Common Stock (or Other Securities), as the case may be, furnish to the Company an a satisfactory opinion of counsel, reasonably satisfactory to the Company, counsel to the effect that such exercise, transfer or exchange may be made without registration under the Securities Act, provided that the disposition thereof shall at all times be within the control of such Holder record owner or transferee, as the case may be, and provided further that nothing contained in this Section section 2 shall relieve the Company from complying with any request for registration pursuant to the Registration Rights Agreementsection 1 hereof. The first Holder holder of this Warrant, by acceptance hereof, Warrant represents to the Company that it is acquiring the Warrants this Warrant for investment and not with a view to the distribution thereof.

Appears in 1 contract

Samples: Securities Purchase Agreement (BMP Mobility Ag Venture Capital)

Sale or Exercise Without Registration. If, at the time of any exercise, transfer or surrender for exchange of a Warrant or of Underlying Securities Warrant Shares previously issued upon the exercise of Warrants, and such Warrant or Underlying Securities shall Warrant Shares has not be been registered under the Securities Act, the Company may require, as a condition of allowing such exercise, transfer or exchange, that the Holder or transferee of such Warrant or Underlying SecuritiesWarrant Shares, as the case may be, furnish to the Company an opinion of counsel, reasonably satisfactory to the Company, to the effect that such exercise, transfer or exchange may be made without registration under the Securities Act, provided that the disposition thereof shall at all times be within the control of such Holder or transferee, as the case may be, and provided further that nothing contained in this Section 2 shall relieve the Company from complying with any request for its obligations concerning registration of Warrant Shares pursuant to the Registration Rights Subscription Agreement. The first Holder of this Warrant, by acceptance hereof, represents to the Company that it is acquiring the Warrants for investment and not with a view to the distribution thereof.

Appears in 1 contract

Samples: Subscription Agreement (Respect Your Universe, Inc.)

Sale or Exercise Without Registration. If, at the time of any ------------------------------------- exercise, transfer or surrender for exchange of a Warrant or of Underlying Securities previously issued upon the exercise of Warrants, such Warrant or Underlying Securities shall not be registered under the Securities Act, the Company may require, as a condition of allowing such exercise, transfer or exchange, that the Holder or transferee of such Warrant or Underlying Securities, as the case may be, furnish to the Company an a satisfactory opinion of counsel, reasonably satisfactory to the Company, counsel to the effect that such exercise, transfer or exchange may be made without registration under the Securities Act, provided that the disposition thereof shall at all times be within the control of such Holder or transferee, as the case may be, and provided further that nothing contained in this Section 2 shall relieve the Company from complying with any request for registration pursuant to the Registration Rights Agreement. The first Holder of this Warrant, by acceptance hereof, represents to the Company that it is acquiring the Warrants for investment and not with a view to the distribution thereof.

Appears in 1 contract

Samples: Warrant Agreement (Rf Monolithics Inc /De/)

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