Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 76 contracts
Samples: Services Agreement (EBR Systems, Inc.), Securities Purchase Agreement (Isleworth Healthcare Acquisition Corp.), Services Agreement
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 20 contracts
Samples: Blend Labs, Inc., Electromedical Technologies, Inc, Electromedical Technologies, Inc
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “"Act”") on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 20 contracts
Samples: Execution Version (Clip Interactive, LLC), Cerecor Inc., Cerecor Inc.
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “"Act”") on the basis that no distribution or public offering of the stock of the Company Corporation is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 17 contracts
Samples: Cedric Kushner Promotions Inc, Stock Pledge Agreement (Park City Group Inc), Cedric Kushner Promotions Inc
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention, other than potential transfers between affiliates (including affiliated funds).
Appears in 15 contracts
Samples: Urgent.ly Inc., Restricted Stock and Warrant Purchase Agreement (Net TALK.COM, Inc.), Virobay Inc
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933Act, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected, or registered or qualified under any applicable state securities laws. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period and, in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 13 contracts
Samples: Warrant Agreement (CrowdGather, Inc.), Warrant Agreement (Jayhawk Energy, Inc.), Warrant Agreement (Jayhawk Energy, Inc.)
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 10 contracts
Samples: Note and Warrant Purchase Agreement, Convertible Note Purchase Agreement, Technology License and Supply Agreement (Mascoma Corp)
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 9 contracts
Samples: Vallon Pharmaceuticals, Inc., Vallon Pharmaceuticals, Inc., Vallon Pharmaceuticals, Inc.
Securities Are Not Registered. (a) The Holder understands that the offer and sale of the Warrant and or the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 8 contracts
Samples: Securities Purchase Agreement (Acadia Pharmaceuticals Inc), Securities Purchase Agreement (Acadia Pharmaceuticals Inc), Securities Purchase Agreement (Acadia Pharmaceuticals Inc)
Securities Are Not Registered. (ai) The Holder understands that the offer and sale of the Warrant and or the Exercise Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock such securities of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 8 contracts
Samples: Agreement and Waiver (Ondas Holdings Inc.), Registration Rights Agreement (Ondas Holdings Inc.), Adoption Agreement (Ondas Holdings Inc.)
Securities Are Not Registered. (a) The Holder understands that the this Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 8 contracts
Samples: Master Agreement (Tempus AI, Inc.), Master Services Agreement (Tempus AI, Inc.), Amendment Agreement (Urgent.ly Inc.)
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company Corporation is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding his, her or its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 8 contracts
Samples: Lease Termination and Warrant Purchase Agreement (ARCA Biopharma, Inc.), ARCA Biopharma, Inc., ARCA Biopharma, Inc.
Securities Are Not Registered. (a) The Holder understands that the Warrant Warrant, the Exercise Shares and the Exercise Underlying Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effectedeffected by the Holder. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 7 contracts
Samples: Recapitalization Agreement (Northwest Biotherapeutics Inc), Northwest Biotherapeutics Inc, Northwest Biotherapeutics Inc
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effectedeffected by the Holder. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder represents and warrants that it has no such present intention.
Appears in 7 contracts
Samples: Certifies (Life Care Medical Devices LTD), Northwest Biotherapeutics Inc, Massive Interactive, Inc.
Securities Are Not Registered. (a) The Holder understands that the offer and sale of the Warrant and or the Exercise Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 7 contracts
Samples: Securities Purchase Agreement, Phoenix Motor Inc., Securities Purchase Agreement (Ap Pharma Inc /De/)
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intentionintention except as set forth in Article 6 of the Purchase Agreement.
Appears in 6 contracts
Samples: Zoo Entertainment, Inc, Zoo Entertainment, Inc, Zoo Entertainment, Inc
Securities Are Not Registered. (ai) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 6 contracts
Securities Are Not Registered. (a) The Holder understands that the offer and sale of the Warrant and or the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company securities is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Tracon Pharmaceuticals, Inc.), Securities Purchase Agreement (Tracon Pharmaceuticals, Inc.), Securities Purchase Agreement (Tracon Pharmaceuticals, Inc.)
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933Act, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected, or registered or qualified under any applicable state securities laws. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 5 contracts
Samples: Amish Naturals, Inc., Milk Bottle Cards Inc., Eternal Energy Corp.
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”"ACT") on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 5 contracts
Samples: SGX Pharmaceuticals, Inc., Epimmune Inc, Virologic Inc
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.,
Appears in 5 contracts
Samples: Ambit Biosciences Corp, Alexza Pharmaceuticals Inc., Veraz Networks, Inc.
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company Corporation is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 5 contracts
Samples: Warrant (Everyday Health, Inc.), Warrant Purchase Agreement (Provide Commerce Inc), Surge Global Energy, Inc.
Securities Are Not Registered. (a) The Holder understands that the Warrant Warrant, the Exercise Shares and the Exercise Underlying Shares have not been registered under the Securities Act of 1933, as amended (the “Act”"ACT") on the basis that no distribution or public offering of the stock of the Company is to be effectedeffected by the Holder. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 5 contracts
Samples: Northwest Biotherapeutics Inc, Northwest Biotherapeutics Inc, Northwest Biotherapeutics Inc
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its the Holder’s representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 5 contracts
Samples: CalciMedica, Inc., CalciMedica, Inc. /DE/, CalciMedica, Inc. /DE/
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company Corporation is to be effectedeffected by the issuance of this Warrant. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 5 contracts
Samples: Axesstel Inc, Axesstel Inc, Axesstel Inc
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) ), on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 4 contracts
Samples: BioNano Genomics, Inc, BioNano Genomics, Inc, BioNano Genomics, Inc
Securities Are Not Registered. (ai) The Holder understands that the offer and sale of the Warrant and or the Exercise Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 4 contracts
Samples: ENDRA Life Sciences Inc., ENDRA Life Sciences Inc., ENDRA Life Sciences Inc.
Securities Are Not Registered. (a) 4.2.1 The Holder understands and its affiliates understand that the Warrant and the Exercise Shares shares issuable upon exercise of the Warrant have not been registered under the Securities Act of 1933, as amended (the “"Act”") on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes and its affiliates realize that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has and its affiliates have a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has and its affiliates have no such present intention.
Appears in 4 contracts
Samples: Genoptix Inc, Genoptix Inc, Genoptix Inc
Securities Are Not Registered. (a) The Holder understands that the this Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) ), on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 4 contracts
Samples: Tempus AI, Inc., Shotspotter, Inc, Shotspotter, Inc
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) ), on the basis that no distribution or public offering of the stock shares of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 4 contracts
Samples: Maiden Holdings, Ltd., Maiden Holdings, Ltd., CastlePoint Holdings, Ltd.
Securities Are Not Registered. (aA) The Holder understands that the Warrant Warrant, the Exercise Shares and the Exercise Underlying Shares have not been registered under the Securities Act of 1933, as amended (the “Act”"ACT") on the basis that no distribution or public offering of the stock of the Company is to be effectedeffected by the Holder. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 4 contracts
Samples: Northwest Biotherapeutics Inc, Northwest Biotherapeutics Inc, Northwest Biotherapeutics Inc
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933Act, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company Corporation is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 4 contracts
Samples: Commonwealth Biotechnologies Inc, Commonwealth Biotechnologies Inc, Commonwealth Biotechnologies Inc
Securities Are Not Registered. (a1) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “"Act”) "), on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intentionintention except as set forth in Article 7 of the Securities Purchase Agreement dated as of the date hereof by and among the Company and the purchasers named therein (the "Securities Purchase Agreement").
Appears in 3 contracts
Samples: Securities Purchase Agreement (Sbe Inc), Sbe Inc, Sbe Inc
Securities Are Not Registered. (a) The Holder understands that the this Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock shares of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 3 contracts
Samples: Goff John C, Goff John C, GameSquare Holdings, Inc.
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) ), on the basis that no distribution or public offering the issuance of the stock of Warrant and the Company is Exercise Shares are exempt from registration under the Act pursuant to be effectedRegulation S thereof. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 3 contracts
Samples: www.sec.gov, Horizon Pharma, Inc., Horizon Pharma, Inc.
Securities Are Not Registered. (a) The Holder understands that the this Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 3 contracts
Samples: Biocept Inc, Biocept Inc, Biocept Inc
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares Securities have not been registered under the Securities Act of 1933, as amended (the “Act”) ), on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 3 contracts
Samples: Note and Warrant Purchase Agreement (HTG Molecular Diagnostics, Inc), HTG Molecular Diagnostics, Inc, HTG Molecular Diagnostics, Inc
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected). The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 3 contracts
Samples: JMG Exploration, Inc., JMG Exploration, Inc., First Virtual Communications Inc
Securities Are Not Registered. (aA) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”"ACT") on the basis that no distribution or public offering of the stock of the Company Corporation is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 3 contracts
Samples: Zenascent Inc, Planetout Inc, Planetout Inc
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”"ACT") on the basis that no distribution or public offering of the stock of the Company Corporation is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 3 contracts
Samples: Zenascent Inc, Zenascent Inc, Zenascent Inc
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933Act, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected, or registered or qualified under any applicable state securities laws. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period and, in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 2 contracts
Samples: Saint James CO, Empowered Products, Inc.
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock Common Stock of the Company is to be effectedeffected by the Holder. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder represents and warrants that it has no such present intention.
Appears in 2 contracts
Samples: Settlement and Amendment Agreement (Northwest Biotherapeutics Inc), Northwest Biotherapeutics Inc
Securities Are Not Registered. (aA) The Holder understands that the Warrant Warrant, the Exercise Shares and the Exercise Underlying Shares have not been registered under the Securities Act of 1933, as amended (the “Act”"ACT") on the basis that no distribution or public offering of the stock of the Company is to be effectedeffected by the Holder. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.a
Appears in 2 contracts
Samples: Northwest Biotherapeutics Inc, Northwest Biotherapeutics Inc
Securities Are Not Registered. (a) The Holder understands that the Warrant Warrant, the Exercise Shares and the Exercise Underlying Shares have not been registered under the Securities Act of 1933, as amended (the “"Act”") on the basis that no distribution or public offering of the stock of the Company is to be effectedeffected by the Holder. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 2 contracts
Samples: Recapitalization Agreement (Northwest Biotherapeutics Inc), Recapitalization Agreement (Toucan Capital Fund II, LP)
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “"Act”") on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention, other than potential transfers between affiliates (including affiliated funds).
Appears in 2 contracts
Samples: On Stage Entertainment Inc, On Stage Entertainment Inc
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933Act, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected, registered or qualified under any applicable state securities laws. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 2 contracts
Samples: CPI Investments, Inc., CPI Investments, Inc.
Securities Are Not Registered. (a1) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 2 contracts
Samples: Investment Agreement (AMERICAS ENERGY Co - AECO), Investment Agreement (AMERICAS ENERGY Co - AECO)
Securities Are Not Registered. (a1) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 2 contracts
Samples: Warrant Agreement (Blow & Drive Interlock Corp), SOBR Safe, Inc.
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “"Act”") on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention, other than potential transfers between affiliates.
Appears in 2 contracts
Samples: Warrant Issuance Agreement (Republic Airways Holdings Inc), Warrant Issuance Agreement (Republic Airways Holdings Inc)
Securities Are Not Registered. (a) The Holder understands that the this Warrant and the Exercise Shares Common Stock have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 2 contracts
Samples: Purchase Common Stock (Candel Therapeutics, Inc.), Purchase Common Stock (Candel Therapeutics, Inc.)
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) on the basis that no distribution or public offering of the stock of the Company Corporation is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 2 contracts
Samples: Surge Global Energy, Inc., Surge Global Energy, Inc.
Securities Are Not Registered. (a) The Holder understands that the offer and sale of the Warrant and or the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities Warrant and the Exercise Shares for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 2 contracts
Samples: Securities Purchase Agreement (ARCA Biopharma, Inc.), Securities Purchase Agreement (ARCA Biopharma, Inc.)
Securities Are Not Registered. (ai) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”"ACT") on the basis that no distribution or public offering of the stock of the Company Corporation is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Lightspan Partnership Inc), Lightspan Partnership Inc
Securities Are Not Registered. (a) The Holder understands that the this Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 2 contracts
Samples: Starco Brands, Inc., Starco Brands, Inc.
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “"Act”") on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its the Holder's representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 2 contracts
Samples: Docent Inc, Docent Inc
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intentionintention except as set forth in Article 7 of the Purchase Agreement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Aradigm Corp), Metabasis Therapeutics Inc
Securities Are Not Registered. (a) The Holder understands that the this Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “"Act”") on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its his representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 2 contracts
Samples: Multicell Technologies Inc., Multicell Technologies Inc.
Securities Are Not Registered. (a) The Holder understands that neither the Warrant and nor the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “"Act”) "), on the basis that no distribution or public offering of the stock of the Company Corporation is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder it has a present intention of in mind merely acquiring the securities for a fixed or determinable period in the future, selling (in connection with or for a distribution or otherwise), granting any participation inmarket rise, or otherwise distributing for sale if the securitiesmarket does not rise. The Holder has no such present intention.
Appears in 1 contract
Samples: Cypress Bioscience Inc
Securities Are Not Registered. (a) The Holder understands that the this Warrant and the Exercise Shares Common Stock have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 1 contract
Samples: BeneChill, Inc.
Securities Are Not Registered. (ai) The Holder understands that the offer and sale of the Warrant and or the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 1 contract
Samples: Note Purchase and Assignment Agreement (SPIRE Corp)
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “"Act”") on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 1 contract
Samples: Niku Corp
Securities Are Not Registered. (a) 4.2.1 The Holder understands that the Warrant warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 1 contract
Samples: TorreyPines Therapeutics, Inc.
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 1 contract
Samples: Lien Sharing and Loan Extension Agreement (Us Dry Cleaning Corp)
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares may have not been registered under the Securities Act of 1933, as amended (the “"Act”") on the basis that no distribution or public offering of the stock of the Company Corporation is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 1 contract
Securities Are Not Registered. (a) The i)The Holder understands that the offer and sale of the Warrant and or the Exercise Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock such securities of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 1 contract
Samples: Leap Therapeutics, Inc.
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”’) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 1 contract
Samples: U S Wireless Data Inc
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.the
Appears in 1 contract
Samples: Chordiant Software Inc
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “"Securities Act”") on the basis that no distribution or public offering of the stock of the Company Corporation is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 1 contract
Samples: Surge Global Energy, Inc.
Securities Are Not Registered. (ai) The Holder understands that the Warrant and the Exercise underlying Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 1 contract
Samples: ARYx Therapeutics, Inc.
Securities Are Not Registered. (a) The Holder understands that the Warrant Warrant, the Exercise Shares and the Exercise Conversion Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company Corporation is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding his, her or its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 1 contract
Securities Are Not Registered. (a) The Holder understands that the this Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securitiessecurities in each case in a transaction that would require registration under the Act. The Holder has no such present intention.
Appears in 1 contract
Securities Are Not Registered. (aA) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”"ACT") on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 1 contract
Samples: Epimmune Inc
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected). The Holder realizes that the basis for the exemption from registration may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 1 contract
Samples: Omnicell Inc /Ca/
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company Corporation is to be effectedeffected by the issuance of this Warrant. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 1 contract
Samples: American Technology Corp /De/
Securities Are Not Registered. (a) The Holder understands that the this Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 1 contract
Samples: Blend Labs, Inc.
Securities Are Not Registered. (aA) The Holder understands that the this Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) "ACT"), on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 1 contract
Samples: First Virtual Communications Inc
Securities Are Not Registered. (a) i. The Holder understands that the offer and sale of the Warrant and or the Exercise Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 1 contract
Samples: Hancock Jaffe Laboratories, Inc.
Securities Are Not Registered. (aA) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected"SECURITIES ACT"). The Holder realizes that the basis for the an exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder represents that it has no such present intention.. ***CONFIDENTIAL TREATMENT REQUESTED
Appears in 1 contract
Securities Are Not Registered. (ai) The Holder understands that the Warrant this warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 1 contract
Samples: Amplitude, Inc.
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, if notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 1 contract
Samples: LendingClub Corp
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “"Act”") on the basis that no distribution or public offering of the stock of the Company Corporation is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the this future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 1 contract
Samples: Planetout Inc
Securities Are Not Registered. (a) The Holder understands that the this Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its his representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 1 contract
Samples: MultiCell Technologies, Inc.
Securities Are Not Registered. (ai) The Holder acknowledges and understands that the Warrant and the Exercise Warrant Shares have not been registered under the Securities Act of 1933Act, as amended (the “Act”) on the basis that no distribution or public offering of the stock shares of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 1 contract
Samples: Aether Holdings Inc
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “"Act”") on the basis that no distribution or public offering of the stock Exercise Shares of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 1 contract
Samples: Sbe Inc
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “"Act”") on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intentionintention except as set forth in Article 7 of the Securities Purchase Agreement dated as of February 10, 2003 by and among the Company and the purchasers name therein (the "Securities Purchase Agreement").
Appears in 1 contract
Securities Are Not Registered. (aA) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”"ACT") on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intentionintention except as set forth in Article 6 of the Purchase Agreement.
Appears in 1 contract
Samples: Cyclacel Pharmaceuticals, Inc.
Securities Are Not Registered. (ai) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 1 contract
Samples: CalciMedica, Inc.
Securities Are Not Registered. (aA) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “"Act”") on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intentionintention except as set forth in Article 7 of the Purchase Agreement.
Appears in 1 contract
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder represents that it has no such present intention.
Appears in 1 contract
Samples: BeneChill, Inc.
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares Securities have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 1 contract
Samples: EBR Systems, Inc.
Securities Are Not Registered. (a) The Holder understands that the Warrant Warrant, the Exercise Shares and the Exercise Underlying Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effectedeffected by the Holder. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a 4. distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 1 contract
Samples: Northwest Biotherapeutics Inc
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “"Act”") on the basis that no distribution or public offering of the stock of the Company Corporation is to be effectedeffected by the issuance of this Warrant. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 1 contract
Samples: American Technology Corp /De/
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 1 contract
Samples: Principia Biopharma Inc.
Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.,
Appears in 1 contract
Samples: Brand Engagement Network Inc.
Securities Are Not Registered. (ai) The Holder understands that this Warrant (and any Shares issued pursuant to the Warrant and the Exercise Shares exercise of this Warrant) have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock securities of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.
Appears in 1 contract
Samples: Myovant Sciences Ltd.
Securities Are Not Registered. (ai) The Holder understands that the Warrant warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities, other than to its affiliates. The Holder has no such present intention.
Appears in 1 contract
Samples: Rigel Pharmaceuticals Inc