Common use of Exempt Transaction Clause in Contracts

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 51 contracts

Sources: Warrant Agreement (Affymax Inc), Warrant Agreement (Nuvasive Inc), Warrant Agreement (Theravance Inc)

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereof10, the issuance of the Preferred Stock upon exercise of this Warrant Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 40 contracts

Sources: Warrant Agreement (908 Devices Inc.), Warrant Agreement (Outset Medical, Inc.), Warrant Agreement (Outset Medical, Inc.)

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereof10, the issuance of the Preferred Stock Warrant Shares upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 40 contracts

Sources: Warrant Agreement (Kior Inc), Warrant Agreement (Kior Inc), Warrant Agreement (Kior Inc)

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereof10, the issuance of the Preferred Common Stock upon exercise of this Warrant Agreement will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 35 contracts

Sources: Warrant Agreement (Akero Therapeutics, Inc.), Warrant Agreement (Akero Therapeutics, Inc.), Warrant Agreement (Sight Sciences, Inc.)

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereof10, the issuance of the Preferred Common Stock upon exercise of this Warrant Agreement will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 27 contracts

Sources: Warrant Agreement (Quantum Corp /De/), Warrant Agreement (STRATA Skin Sciences, Inc.), Warrant Agreement (STRATA Skin Sciences, Inc.)

Exempt Transaction. Subject to the accuracy of the Warrantholder's ------------------ representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 25 contracts

Sources: Subordinated Loan and Security Agreement (Flycast Communications Corp), Subordinated Loan and Security Agreement (Iown Holdings Inc), Warrant Agreement (Data Critical Corp)

Exempt Transaction. Subject to the accuracy of the Warrantholder's Our representations in Section 10 7 hereof, the issuance of the Preferred Warrant Stock upon exercise of this Warrant Agreement will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 24 contracts

Sources: Warrant Agreement (Grove Collaborative Holdings, Inc.), Warrant Agreement (Grove Collaborative Holdings, Inc.), Warrant Agreement (Medallia, Inc.)

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, thereof and (ii) the qualification requirements of the applicable state securities lawslaw.

Appears in 18 contracts

Sources: Warrant Agreement (Acusphere Inc), Warrant Agreement (Acusphere Inc), Warrant Agreement (Acusphere Inc)

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof10, the issuance of the Preferred Common Stock upon exercise of this Warrant Agreement will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 15 contracts

Sources: Warrant Agreement (Quantum Corp /De/), Warrant Agreement (Audentes Therapeutics, Inc.), Warrant Agreement (InspireMD, Inc.)

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 11 contracts

Sources: Preferred Stock Warrant Agreement (Comscore, Inc.), Warrant Agreement (IronPlanet Inc.), Preferred Stock Warrant Agreement (Comscore, Inc.)

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant the Warrantholder's right to purchase such Preferred Stock will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 8 contracts

Sources: Warrant Agreement (Argonaut Technologies Inc), Warrant Agreement (Argonaut Technologies Inc), Warrant Agreement (Argonaut Technologies Inc)

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereof10, the issuance of the Preferred Common Stock upon exercise of this Warrant will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 7 contracts

Sources: Warrant Agreement (Paratek Pharmaceuticals, Inc.), Warrant Agreement (Acelrx Pharmaceuticals Inc), Warrant Agreement (Acelrx Pharmaceuticals Inc)

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereof10, the issuance of the Preferred Common Stock upon exercise of this Warrant will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 7 contracts

Sources: Warrant Agreement (Senseonics Holdings, Inc.), Warrant Agreement (Provention Bio, Inc.), Warrant Agreement (Provention Bio, Inc.)

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities lawsCalifornia Corporate Securities Law, in reliance upon Section 25102(f)thereof.

Appears in 7 contracts

Sources: Warrant Agreement (Continuus Software Corp /Ca), Warrant Agreement (Continuus Software Corp /Ca), Warrant Agreement (Continuus Software Corp /Ca)

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereof10, the issuance of the Preferred Capital Stock upon exercise of this Warrant Warrant, and, if applicable, the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 5 contracts

Sources: Credit Agreement (Intuity Medical, Inc.), Warrant Agreement (Intuity Medical, Inc.), Warrant Agreement (Intuity Medical, Inc.)

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereof10, the issuance of the Preferred Stock upon exercise of this Warrant Warrant, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 5 contracts

Sources: Warrant Agreement (TransMedics Group, Inc.), Warrant Agreement (TransMedics Group, Inc.), Warrant Agreement (TransMedics Group, Inc.)

Exempt Transaction. Subject to the accuracy of the Warrantholder's ------------------ representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities lawsIllinois Securities Law of 1953, in reliance upon Section 4(c) thereof.

Appears in 4 contracts

Sources: Warrant Agreement (3 Dimensional Pharmaceuticals Inc), Warrant Agreement (3 Dimensional Pharmaceuticals Inc), Warrant Agreement (3 Dimensional Pharmaceuticals Inc)

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 4 contracts

Sources: Warrant Agreement (Cytokinetics Inc), Warrant Agreement (Cytokinetics Inc), Warrant Agreement (Cytokinetics Inc)

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereof10, the issuance of the Preferred Common Stock upon exercise of this the Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, Act and (ii) the qualification requirements of the applicable state securities laws.

Appears in 4 contracts

Sources: Warrant Agreement (Aveo Pharmaceuticals Inc), Warrant Agreement (Aveo Pharmaceuticals Inc), Warrant Agreement (Aveo Pharmaceuticals Inc)

Exempt Transaction. Subject to the accuracy of the Warrantholder's Our representations in Section 10 7 hereof, the issuance of the Applicable Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) Regulation D thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 4 contracts

Sources: Warrant Agreement (OncoMed Pharmaceuticals Inc), Warrant Agreement (OncoMed Pharmaceuticals Inc), Warrant Agreement (OncoMed Pharmaceuticals Inc)

Exempt Transaction. Subject to the accuracy of the Warrantholder's Holders’ representations in Section 10 8 hereof, the issuance of the Preferred Common Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, or upon the applicable exemption under Regulation D, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 4 contracts

Sources: Warrant Agreement (Andover Medical, Inc.), Warrant Agreement (Andover Medical, Inc.), Warrant Agreement (Andover Medical, Inc.)

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereof10, the issuance of the Preferred Warrant Stock upon exercise of this Warrant, and the issuance of the Common Stock upon conversion of the Warrant Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 3 contracts

Sources: Warrant Agreement (Horizon Pharma, Inc.), Warrant Agreement (Horizon Pharma, Inc.), Warrant Agreement (Horizon Pharma, Inc.)

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities lawsCalifornia Corporate Securities Law, in reliance upon Section 25102(f) thereof.

Appears in 3 contracts

Sources: Warrant Agreement (Cortech Inc), Warrant Agreement (Cortech Inc), Warrant Agreement (Combichem Inc)

Exempt Transaction. Subject to the accuracy of the Warrantholder's Holder’s representations in Section 10 hereof, the issuance of the Preferred Common Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, Act in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 3 contracts

Sources: Warrant Agreement (Entrust Inc), Warrant Agreement (Thomas Weisel Partners Group, Inc.), Warrant Agreement (Thomas Weisel Partners Group, Inc.)

Exempt Transaction. Subject to the accuracy of the Warrantholder's Our representations in Section 10 7 hereof, the issuance of the Preferred Warrant Stock upon exercise of this Warrant Agreement will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the ii)the qualification requirements of the applicable state securities laws.

Appears in 3 contracts

Sources: Warrant Agreement (Personalis, Inc.), Warrant Agreement (Bloom Energy Corp), Warrant Agreement (Bloom Energy Corp)

Exempt Transaction. Subject to the accuracy of the ------------------ Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 3 contracts

Sources: Warrant Agreement (Align Technology Inc), Warrant Agreement (Tivo Inc), Warrant Agreement (Align Technology Inc)

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities lawsIllinois Corporate Securities Laws of 1953, in reliance upon Section 4.C thereof.

Appears in 3 contracts

Sources: Warrant Agreement (Flexiinternational Software Inc/Ct), Warrant Agreement (Flexiinternational Software Inc/Ct), Warrant Agreement (Flexiinternational Software Inc/Ct)

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities lawsCalifornia Corporate Securities Law, in reliance upon Section 25102 (f) thereof.

Appears in 3 contracts

Sources: Warrant Agreement (Lightspan Partnership Inc), Warrant Agreement (Lightspan Partnership Inc), Warrant Agreement (Lightspan Partnership Inc)

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereof10, the issuance of the Preferred Stock upon exercise of this Warrant Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, ; and (ii) the qualification requirements of the applicable state securities laws.

Appears in 3 contracts

Sources: Warrant Agreement (ViewRay, Inc.), Warrant Agreement (ViewRay, Inc.), Warrant Agreement (Viewray Inc)

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereof10, the issuance of the Preferred Stock upon exercise of this Warrant Warrant, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 3 contracts

Sources: Warrant Agreement (Intuity Medical, Inc.), Warrant Agreement (Intuity Medical, Inc.), Warrant Agreement (Annie's, Inc.)

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof10, the issuance of the Preferred Stock upon exercise of this Warrant Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 3 contracts

Sources: Warrant Agreement (Cerecor Inc.), Warrant Agreement (Cerecor Inc.), Warrant Agreement (Glori Acquisition Corp.)

Exempt Transaction. Subject to the accuracy of the ------------------ Warrantholder's representations in Section 10 hereof, ; the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 2 contracts

Sources: Warrant Agreement (Preview Travel Inc), Warrant Agreement (Preview Travel Inc)

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereof10, the issuance of the Preferred Stock upon exercise of this Warrant Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 2 contracts

Sources: Warrant Agreement (Gelesis Inc), Warrant Agreement (Gelesis Inc)

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 2 contracts

Sources: Warrant Agreement (Exelixis Inc), Warrant Agreement (Exelixis Inc)

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, Act in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 2 contracts

Sources: Warrant Agreement (Discovery Partners International Inc), Warrant Agreement (Discovery Partners International Inc)

Exempt Transaction. Subject to the accuracy of the Warrantholder's ------------------ representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(24 (2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 2 contracts

Sources: Warrant Agreement (Crossworlds Software Inc), Warrant Agreement (Crossworlds Software Inc)

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereofand compliance with its obligations in Section 11, the issuance of the Preferred Stock upon exercise of this Warrant Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 2 contracts

Sources: Warrant Agreement (Elixir Pharmaceuticals Inc), Warrant Agreement (Elixir Pharmaceuticals Inc)

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant Agreement will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the any applicable state State securities laws.

Appears in 2 contracts

Sources: Warrant Agreement (Leukosite Inc), Warrant Agreement (Leukosite Inc)

Exempt Transaction. Subject to and in reliance on the accuracy of the Warrantholder's representations in Section 10 hereof9, the issuance of the Preferred Common Stock upon exercise of this Warrant Agreement will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 2 contracts

Sources: Warrant Agreement (Omrix Biopharmaceuticals, Inc.), Warrant Agreement (Omrix Biopharmaceuticals, Inc.)

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations set forth in Section 10 hereof10, the issuance of the Preferred Stock upon exercise of this Warrant Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, Act and (ii) the qualification requirements of the applicable state securities laws.

Appears in 2 contracts

Sources: Warrant Agreement (BIND Therapeutics, Inc), Warrant Agreement (BIND Therapeutics, Inc)

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 2 contracts

Sources: Subordinated Loan and Security Agreement (Packeteer Inc), Master Lease Agreement (Packeteer Inc)

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereof10, the issuance of the Preferred Stock upon exercise of this Warrant the Warrant, and the issuance of the Common Stock upon conversion of the Stock, if applicable, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, Act and (ii) the qualification requirements of the applicable state securities laws.

Appears in 2 contracts

Sources: Warrant Agreement (Aveo Pharmaceuticals Inc), Warrant Agreement (Aveo Pharmaceuticals Inc)

Exempt Transaction. Subject to the accuracy of the Warrantholder's Our representations in Section 10 7 hereof, the issuance of the Preferred Warrant Stock upon exercise of this Warrant Agreement will constitute a transaction exempt from front (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 2 contracts

Sources: Warrant Agreement (Amyris Biotechnologies Inc), Warrant Agreement (Amyris Biotechnologies Inc)

Exempt Transaction. Subject to the accuracy of the Warrantholder's Holder’s representations in Section 10 hereof, the issuance of the Preferred Common Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Securities Act of 1933, as amended (the “Securities Act”), in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 2 contracts

Sources: Warrant Agreement (Handheld Entertainment, Inc.), Warrant Agreement (Handheld Entertainment, Inc.)

Exempt Transaction. Subject to the accuracy of the Warrantholder's ------------------ representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 1 contract

Sources: Warrant Agreement (Support Com Inc)

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereof10, the issuance of the Preferred Stock upon exercise of this Warrant the Warrant, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, Act and (ii) the qualification requirements of the applicable state securities laws.

Appears in 1 contract

Sources: Warrant Agreement (Aveo Pharmaceuticals Inc)

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities lawsIllinois Corporate Securities Law, in reliance upon Section 4 c thereof.

Appears in 1 contract

Sources: Warrant Agreement (Chemgenics Pharmaceuticals Inc)

Exempt Transaction. Subject to the accuracy of the ------------------ Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereofthereof or upon Regulation D promulgated thereunder, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 1 contract

Sources: Warrant Agreement (Getthere Com)

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(24 (2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 1 contract

Sources: Warrant Agreement (Endocardial Solutions Inc)

Exempt Transaction. Subject to the accuracy of the Warrantholder's Our representations in Section 10 7 hereof, the issuance of the Preferred Warrant Stock upon exercise of this Warrant Agreement will constitute a transaction exempt from (i) the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “1933 Act”), in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 1 contract

Sources: Warrant Agreement (Trius Therapeutics Inc)

Exempt Transaction. Subject to the accuracy of the Warrantholder's Warrantholders ------------------ representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, Act and (ii) the qualification registration requirements of the applicable state securities lawsIllinois Securities Law of 1953, as amended.

Appears in 1 contract

Sources: Warrant Agreement (Sequenom Inc)

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 1 contract

Sources: Warrant Agreement (Quantum Effect Devices Inc)

Exempt Transaction. Subject to the accuracy of the Warrantholder's Holders representations in Section 10 8 hereof, the issuance of the Preferred Common Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the Securities Act of 1933, as amended ("1933 Act"), in reliance upon Section 4(2) thereof, or upon the applicable exemption under Regulation D. and (ii) the qualification requirements of the applicable state securities laws.

Appears in 1 contract

Sources: Security and Loan Agreement (Hunapu Inc)

Exempt Transaction. Subject to the accuracy of Based on the Warrantholder's representations in ------------------ Section 10 hereof, the issuance of the Warrant and the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 1 contract

Sources: Warrant Agreement (Audible Inc)

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof10, the issuance of the Preferred Stock upon exercise of this Warrant Warrant, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 1 contract

Sources: Warrant Agreement (Sirtris Pharmaceuticals, Inc.)

Exempt Transaction. Subject to the accuracy of the Warrantholder's ------------------ representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities lawsIllinois Corporate Securities Law, in reliance upon Section 4G thereof.

Appears in 1 contract

Sources: Warrant Agreement (Diversa Corp)

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereof10, the issuance of the Preferred Stock upon exercise of this Warrant Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 1 contract

Sources: Warrant Agreement (Enphase Energy, Inc.)

Exempt Transaction. Subject to the accuracy of the Warrantholder's ------------------ representations in Section 10 hereof, the issuance of the Preferred Common Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 1 contract

Sources: Warrant Agreement (Driveway Corp)

Exempt Transaction. Subject to the accuracy of the WarrantholderHolder's representations in Section 10 hereof, the issuance of the Preferred Common Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, Act in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 1 contract

Sources: Warrant Agreement (Entrust Inc)

Exempt Transaction. Subject to the accuracy of Based on the Warrantholder's representations ------------------ in Section 10 hereof, the issuance of the Warrant and the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 1 contract

Sources: Warrant Agreement (Audible Inc)

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification registration requirements of the applicable state securities lawsIllinois Corporate Securities Law of 1953, in reliance upon Section 4 [5/4] thereof.

Appears in 1 contract

Sources: Warrant Agreement (Scriptgen Pharmaceuticals Inc)

Exempt Transaction. Subject to the accuracy of the ------------------ Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 1 contract

Sources: Warrant Agreement (Chemdex Corp)

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 1 contract

Sources: Warrant Agreement (Endocardial Solutions Inc)

Exempt Transaction. Subject to the accuracy of the Warrantholder's ------------------ representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from from: (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 1 contract

Sources: Warrant Agreement (Homegrocer Com Inc)

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.)

Appears in 1 contract

Sources: Warrant Agreement (Net Genesis Corp)

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereof6, the issuance of the Preferred Stock upon exercise of this Warrant Agreement will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 1 contract

Sources: Growth Capital Loan and Security Agreement (XDx, Inc.)

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereofhereof both now and at the time of each exercise of this Warrant Agreement, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 1 contract

Sources: Warrant Agreement (Omnicell Com /Ca/)

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations representation in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.the

Appears in 1 contract

Sources: Warrant Agreement (Lightspan Partnership Inc)

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Common Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 1 contract

Sources: Warrant Agreement (Ask Jeeves Inc)

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities lawsIllinois Corporate Securities Law of 1953, in reliance upon Section 4[5/4] thereof.

Appears in 1 contract

Sources: Warrant Agreement (Scriptgen Pharmaceuticals Inc)

Exempt Transaction. Subject to the accuracy of the ------------------ Warrantholder's representations in Section 10 9 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 1 contract

Sources: Master Lease Agreement (Placeware Inc)

Exempt Transaction. Subject to the accuracy of the Warrantholder's ------------------ representations in Section section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities lawsIllinois Corporate Securities Law, in reliance upon Section 4 (G) thereof.

Appears in 1 contract

Sources: Warrant Agreement (Curis Inc)

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 1 contract

Sources: Warrant Agreement (Allos Therapeutics)

Exempt Transaction. Subject to the truth and accuracy of the Warrantholder's ’s representations in Section 10 hereof10, the issuance of the Preferred Stock upon exercise of this Warrant Agreement, and the issuance of the Common Stock upon conversion of such Preferred Stock in accordance with the Charter, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 1 contract

Sources: Warrant Agreement (Omthera Pharmaceuticals, Inc.)

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Common Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 1 contract

Sources: Warrant Agreement (Redenvelope Inc)

Exempt Transaction. Subject to the accuracy of the Warrantholder's ------------------ representations in Section 10 hereof, the issuance of the Preferred Common Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification qualifi-cation requirements of the applicable state securities laws, to the extent that the requirements of Section 5 of the 1933 Act and of the applicable state securities laws are the same on the date of exercise as they are on the date hereof.

Appears in 1 contract

Sources: Warrant Agreement (Worldwide Medical Corp/Ca/)

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.upon

Appears in 1 contract

Sources: Warrant Agreement (Chemgenics Pharmaceuticals Inc)

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations in Section 10 hereof10, the issuance of the Series A-2 Preferred Stock upon exercise of this Warrant Agreement will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, Securities Act and (ii) the qualification requirements of the applicable state securities laws.

Appears in 1 contract

Sources: Warrant Agreement (Occam Networks Inc/De)

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification qualifi cation requirements of the applicable state securities laws.

Appears in 1 contract

Sources: Warrant Agreement (Showcase Corp /Mn)

Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i1) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 1 contract

Sources: Warrant Agreement (Theravance Inc)

Exempt Transaction. Subject to the accuracy of the Warrantholder's ’s representations set forth in Section 10 hereof10, the issuance of the Preferred Stock upon exercise of this Warrant Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

Appears in 1 contract

Sources: Warrant Agreement (Pacira Pharmaceuticals, Inc.)