Unregistered Securities. The Warrant Holder hereby acknowledges and agrees that the Warrants and the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and are "restricted securities" under the Securities Act inasmuch as they are being acquired in a transaction not involving a public offering, and the Warrant Holder agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of the Warrants or any Shares issued upon exercise of the Warrants in the absence of (a) an effective registration statement under the Act as to the Warrants or such Shares and registration and/or qualification of the Warrants or such Shares under any applicable Federal or state securities law then in effect or (b) an opinion of counsel, reasonably satisfactory to the Company, that such registration and qualification are not required.
Appears in 12 contracts
Samples: Warrant Agreement (Immune Response Corp), 114 Warrant Agreement (Immune Response Corp), Warrant Agreement (Immune Response Corp)
Unregistered Securities. The Warrant Holder hereby acknowledges and agrees that the Warrants Warrant and the Shares have not been registered under the Securities Act of 1933, as amended (the "“Securities Act"”), and are "“restricted securities" ” under the Securities Act inasmuch as they are being acquired in a transaction not involving a public offering, and the Warrant Holder agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of the Warrants Warrant or any Shares issued upon exercise of the Warrants Warrant in the absence of (a) an effective registration statement under the Securities Act as to the Warrants Warrant or such Shares and registration and/or qualification of the Warrants Warrant or such Shares under any applicable Federal or state securities law then in effect or (b) an opinion of counsel, reasonably satisfactory to the Company, that such registration and qualification are not required.
Appears in 8 contracts
Samples: Warrant Agreement (Neogenomics Inc), Warrant Agreement (Neogenomics Inc), Warrant Agreement (Neogenomics Inc)
Unregistered Securities. The Warrant Holder hereby acknowledges and agrees that the Warrants and the Shares have not been registered under the Securities Act of 1933, as amended (the "“Securities Act"”), and are "“restricted securities" ” under the Securities Act inasmuch as they are being acquired in a transaction not involving a public offering, and the Warrant Holder agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of the Warrants or any Shares issued upon exercise of the Warrants in the absence of (a) an effective registration statement under the Act as to the Warrants or such Shares and registration and/or qualification of the Warrants or such Shares under any applicable Federal or state securities law then in effect or (b) an opinion of counsel, reasonably satisfactory to the Company, that such registration and qualification are not required.
Appears in 6 contracts
Samples: Warrant Agreement (Immune Response Corp), Warrant Agreement (Immune Response Corp), Warrant Agreement (Immune Response Corp)
Unregistered Securities. The Warrant Holder hereby acknowledges and agrees that the Warrants Warrant and the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and are "restricted securities" under the Securities Act inasmuch as they are being acquired in a transaction not involving a public offering, and the Warrant Holder agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of the Warrants Warrant or any Shares issued upon exercise of the Warrants Warrant in the absence of (a) an effective registration statement under the Act as to the Warrants Warrant or such Shares and registration and/or qualification of the Warrants Warrant or such Shares under any applicable Federal or state securities law then in effect or (b) an opinion of counsel, reasonably satisfactory to the Company, that such registration and qualification are not required.
Appears in 2 contracts
Samples: Warrant Agreement (Kimberlin Kevin), Warrant Agreement (Vyteris Holdings (Nevada), Inc.)
Unregistered Securities. The Warrant Holder hereby acknowledges and agrees that the Warrants Warrant and the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and are "restricted securities" under the Securities Act inasmuch as they are being acquired in a transaction not involving a public offering, and the Warrant Holder agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of the Warrants Warrant or any Shares issued upon exercise of the Warrants Warrant in the absence of (a) an effective registration statement under the Securities Act as to the Warrants Warrant or such Shares and registration and/or qualification of the Warrants Warrant or such Shares under any applicable Federal or state securities law then in effect or (b) an opinion of counsel, reasonably satisfactory to the Company, that such registration and qualification are not required.
Appears in 1 contract
Samples: Warrant Agreement (Neogenomics Inc)
Unregistered Securities. The Warrant Holder hereby acknowledges and agrees that the Warrants Warrant and the Shares have not been registered under the Securities Act of 1933, as amended (the "“Securities Act"”), and are "“restricted securities" ” under the Securities Act inasmuch as they are being acquired in a transaction not involving a public offering, and the Warrant Holder agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of the Warrants Warrant or any Shares issued upon exercise of the Warrants Warrant in the absence of (a) an effective registration statement under the Securities Act as to the Warrants Warrant or such Shares and registration and/or qualification of the Warrants Warrant or such Shares under any applicable Federal or state securities law then in effect or (b) an opinion of counsel, reasonably satisfactory to the Company, that such registration and qualification are not required.
Appears in 1 contract
Samples: Warrant Agreement (Innovative Software Technologies Inc)
Unregistered Securities. The Warrant Holder hereby acknowledges and agrees that the Warrants Warrant and the Shares have not been registered under the Securities Act of 1933, as s amended (the "“Securities Act"”), and are "“restricted securities" ” under the Securities Act inasmuch as they are being acquired in a transaction not involving a public offering, and the Warrant Holder agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of the Warrants Warrant or any Shares issued upon exercise of the Warrants Warrant in the absence of (a) an effective registration statement under the Securities Act as to the Warrants Warrant or such Shares and registration and/or qualification of the Warrants Warrant or such Shares under any applicable Federal or state securities law then in effect or (b) an opinion of counsel, reasonably satisfactory to the Company, that such registration and qualification are not required.
Appears in 1 contract
Samples: Warrant Agreement (Neogenomics Inc)