Common use of Securities Are Not Registered Clause in Contracts

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),

Appears in 5 contracts

Samples: Warrant Agreement (Ambit Biosciences Corp), Warrant Agreement (Veraz Networks, Inc.), Warrant to Purchase Common Stock (Alexza Pharmaceuticals Inc.)

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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: Securities Purchase Agreement (Aradigm Corp), Securities Purchase Agreement (Aradigm Corp), Securities Purchase Agreement (Aradigm Corp)

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") 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),present

Appears in 2 contracts

Samples: Recapitalization Agreement (Toucan Capital Fund II, LP), Recapitalization Agreement (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 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),to

Appears in 2 contracts

Samples: Warrant Agreement (Northwest Biotherapeutics Inc), Warrant Agreement (Toucan Capital Fund II, LP)

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),a

Appears in 2 contracts

Samples: Warrant Agreement (Northwest Biotherapeutics Inc), Warrant Agreement (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),a

Appears in 2 contracts

Samples: Warrant Agreement (Northwest Biotherapeutics Inc), Warrant Agreement (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 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),the

Appears in 1 contract

Samples: Warrant Agreement (Chordiant Software Inc)

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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 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),to

Appears in 1 contract

Samples: Warrant Agreement (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”"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),or

Appears in 1 contract

Samples: Warrant Agreement (Genitope Corp)

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),in

Appears in 1 contract

Samples: Warrant Agreement (Biocept Inc)

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