Securities Act Registration. The Policy is exempt from registration under the Securities Act.
Securities Act Registration. Assuming that the representations and warranties of the Investor contained herein are true, the offer, sale and delivery of the Securities in the manner contemplated by this Agreement are each exempt from registration under the Securities Act and are exempt or will be exempt under applicable state securities or Blue Sky laws regulating the issuance or sale of securities upon the timely filing of notices with the appropriate states.
Securities Act Registration. Assuming that the representations and warranties of the Purchaser contained herein are true, it is not necessary in connection with the offer, sale and delivery of Shares, in the manner contemplated by this Agreement to register the Shares under the Securities Act of 1933, as amended (the “Securities Act”) or under applicable state securities or Blue Sky laws regulating the issuance or sale of securities.
Securities Act Registration. (a) Seller shall, at Seller's expense, register under the Securities Act the shares of Common Stock issuable upon conversion of the Shares and exercise of the Warrants (collectively, the "Registrable Securities") and in that connection shall file, by no later than February 22, 2000 (the "Filing Date"), a registration statement with respect to the Registrable Securities with the SEC (the "Registration Statement"). Seller shall use its commercially reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event on or prior the that date which is forty (40) days from the Filing Date (the "Effectiveness Date"). The number of shares of Common Stock included in the Registration Statement shall at all times be at least equal to 100% of the sum of the number of shares that are then issuable upon conversion of the Shares and exercise of the Warrants, and shall include any additional Registrable Securities issuable to Purchaser in connection with the First Closing which were not included on the registration statements filed in connection with the First Closing, without regard to any limitation on Purchaser's ability to convert the Shares or exercise the Warrants. Notice of effectiveness of the Registration Statement shall be furnished promptly to Purchaser. Seller shall use its commercially reasonable best efforts to maintain the effectiveness of the Registration Statement and from time to time will amend or supplement such Registration Statement and the prospectus contained therein as and to the extent necessary to comply with the Securities Act to permit the sale of the Registrable Securities by Purchaser. Seller shall use its commercially reasonable best efforts to maintain the effectiveness of the Registration Statement with respect to the Registrable Securities until all of the Registrable Shares have been sold by Purchaser pursuant thereto or such date as all of the Registrable Securities may be sold by Purchaser without registration.
Securities Act Registration. The parties acknowledge that the Company's registration statement on Form S-3 (Registration No. 333-70840) (including any post-effective amendments thereto, the "Registration Statement"), and a related prospectus (including any prospectus supplement filed pursuant to Rule 424(b) under the Securities Act, the "Prospectus") relating to the Covered Securities that are shares of Common Stock, has been filed with the Securities and Exchange Commission and has been declared effective under the Securities Act of 1933 (the "Securities Act"). The parties agree that the sale and purchase of Covered Securities pursuant to this Agreement, whether at the Initial Purchase or upon exercise of any Put Options or any Call Options, shall be effected under and pursuant to the Registration Statement, as the same may be amended or supplemented from time to time. In accordance therewith, at the Initial Purchase and each exercise of a Put Option or Call Option, the H&Q Parties shall deliver to each Buyer a copy of the Prospectus; provided, that any such delivery requirement may be satisfied by complying with The New York Stock Exchange's standards for listed companies with respect to prospectus delivery. If, at the Initial Purchase and each exercise of a Put Option or Call Option, the H&Q Parties are unable to deliver a copy of the Prospectus to the Buyers which meets the requirements of applicable securities laws, the Initial Purchase or exercise of a Put Option or Call Option, as applicable, shall nevertheless be consummated and the Buyers will receive securities that have not been registered under the Securities Act.
Securities Act Registration. Subject to compliance by the Purchaser with the representations, warranties and agreements set forth in Section 4 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Purchaser (and in connection with the original resale of the Securities by the Purchaser) in the manner contemplated by this Agreement and the Offering Materials to register the Securities under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939.
Securities Act Registration. The Noteholder understands that the Notes have not been registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or any securities law of any state of the United States or any other jurisdiction, in each case in reliance on an exemption for private offerings.
Securities Act Registration. As of the date of this Agreement, the Common Stock is not required to be registered under Section 12 of the Exchange Act.
Securities Act Registration. Assuming that the representations and warranties of each of the Purchasers contained herein are true, it is not necessary in connection with the offer, sale and delivery of the Aduromed Series A Preferred, First Closing Aduromed Warrants, First Closing Aduromed Warrant Shares and Aduromed Conversion Shares in the manner contemplated by the Original Purchase Agreement to register any of the Aduromed Series A Preferred, First Closing Aduromed Warrants, First Closing Aduromed Warrant Shares or Aduromed Conversion Shares under the Securities Act or under applicable state securities or Blue Sky laws regulating the issuance or sale of securities.
Securities Act Registration. Assuming that the representations and warranties of each of the Purchasers contained herein are true, it is not necessary in connection with the offer, sale and delivery of the GDI Series A Preferred, GDI Series B Preferred, GDI Warrants, GDI Warrant Shares and GDI Conversion Shares in the manner contemplated by the Merger Agreement and this Amended and Restated Purchase Agreement to register any of the GDI Series A Preferred, GDI Series B Preferred, GDI Warrants, GDI Warrant Shares or GDI Conversion Shares under the Securities Act or under applicable state securities or Blue Sky laws regulating the issuance or sale of securities.
