Common use of Shares Not Registered Clause in Contracts

Shares Not Registered. Such Purchaser understands that the Shares have not been registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act, and that the Shares must continue to be held by such Purchaser unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. The Purchaser understands that the exemptions from registration afforded by Rule 144 (the provisions of which are known to it) promulgated under the Securities Act depend on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts.

Appears in 12 contracts

Samples: Stock Purchase Agreement (Staar Surgical Co), Stock Purchase Agreement (Regeneration Technologies Inc), Common Stock Purchase Agreement (Ep Medsystems Inc)

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Shares Not Registered. Such The Purchaser understands that the Shares have not been registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act, and that the Shares must continue to be held by such the Purchaser unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. The Purchaser understands that the exemptions from registration afforded by Rule 144 (the provisions of which are known to it) promulgated under the Securities Act depend on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts.

Appears in 7 contracts

Samples: Stock Purchase Agreement (Align Technology Inc), Stock Purchase Agreement (Danaher Corp /De/), Stock Purchase Agreement (Perseus Capital LLC)

Shares Not Registered. Such Purchaser understands that the Shares Securities have not been registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act, and that the Shares Securities must continue to be held by such Purchaser unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. The Purchaser understands that the exemptions from registration afforded by Rule 144 (the provisions of which are known to it) promulgated under the Securities Act depend on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts.

Appears in 7 contracts

Samples: Securities Purchase Agreement (MiddleBrook Pharmaceuticals, Inc.), Securities Purchase Agreement (ARYx Therapeutics, Inc.), Securities Purchase Agreement (NeurogesX Inc)

Shares Not Registered. Such Purchaser understands that none of the Shares Securities have not been registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act, and that the Shares Securities must continue to be held by such Purchaser unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. The Purchaser understands that the exemptions from registration afforded by Rule 144 (the provisions of which are known to it) promulgated under the Securities Act depend on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Corixa Corp), Securities Purchase Agreement (Corixa Corp)

Shares Not Registered. Such Purchaser understands that the Shares have not been registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Shares Act, and that the Shares must continue to be held by such Purchaser unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. The Purchaser understands that the exemptions from registration afforded by Rule 144 (the provisions of which are known to it) promulgated under the Securities Act depend on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts.

Appears in 1 contract

Samples: Securities Purchase Agreement (Affymax Inc)

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Shares Not Registered. Such The Purchaser understands that the Shares have not been registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act, and that the Shares must continue to be held by such Purchaser unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. The Purchaser understands that the exemptions from registration afforded by Rule 144 (the provisions of which are known to it) promulgated under the Securities Act depend on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts.

Appears in 1 contract

Samples: Stock Purchase Agreement (Morgan Stanley Dean Witter & Co)

Shares Not Registered. Such The Purchaser understands that the Shares have not been registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act, and that the Closing Shares must continue to be held by such the Purchaser unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. The Purchaser understands that the exemptions from registration afforded by Rule 144 (the provisions of which are known to it) promulgated under the Securities Act depend on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts.

Appears in 1 contract

Samples: Subscription, Sale and Purchase Agreement (NxStage Medical, Inc.)

Shares Not Registered. Such Purchaser The Company understands that the Warrant Shares have not been registered under the Securities Act, by reason of their issuance by the Company in a transaction transactions exempt from the registration requirements of the Securities Act, and that the Warrant Shares must continue to be held by such Purchaser the Purchasers unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. The Purchaser Company understands that the exemptions from registration afforded by Rule 144 (the provisions of which are known to it) promulgated under the Securities Act depend on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts.

Appears in 1 contract

Samples: Warrant Exercise Agreement (Diamond Foods Inc)

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