Examples of Contingent Warrants in a sentence
Assignee hereby acknowledges that PharmaKinetics is relying on the representations and warranties made by Assignee in Section 3 of this Assignment Agreement in connection with the representation made by PharmaKinetics in the Purchase Agreement that it has complied with all applicable federal and state securities laws, including the Securities Act, in connection with the offer, issuance and sale of Shares, Warrants, and Contingent Warrants.
All Shares, Warrants, Contingent Warrants, and Conversion Shares to be acquired by Assignee will be acquired by it for investment and not with a view to distribution or resale thereof.
Assignee understands and agrees that, until registered under the Securities Act or transferred pursuant to Rule 144 under the Securities Act, all certificates representing all Shares, Warrants, Contingent Warrants or Conversion Shares acquired by Assignee shall bear a legend reading substantially as follows: The securities represented by this certificate have not been registered under the Securities Act of 1933 or applicable state securities laws.
The issuance of the Securities has been duly authorized, and upon receipt and acceptance of consideration from the Investor, the Shares and the Warrants when issued (and, if issued, Contingent Warrants) will be legally and validly issued, fully paid and non-assessable, free and clear of all liens, charges and encumbrances, and the Shares will have the rights, preferences and privileges described in the Certificate of Designation.
Assuming the accuracy of the Investors’ representations and warranties set forth in Section 4 hereof, no registration under the Securities Act is required for the offer and sale of the Shares, Conversion Shares, Warrants, Warrant Shares, Contingent Warrants and Contingent Shares by the Company to the Investors as contemplated hereby or pursuant to the Transaction Agreements.