Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Shares upon exercise of this Agreement will constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 6 contracts
Sources: Warrant Agreement (Urovant Sciences Ltd.), Warrant Agreement (Dermavant Sciences LTD), Warrant Agreement (Urovant Sciences Ltd.)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Shares Stock upon exercise of this Agreement Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(a)(24(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 6 contracts
Sources: Warrant Agreement (Identiv, Inc.), Warrant Agreement (Identiv, Inc.), Credit Agreement (Identive Group, Inc.)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Shares Stock upon exercise of this Agreement Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(a)(24(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 6 contracts
Sources: Warrant Agreement (Turtle Beach Corp), Loan and Security Agreement (ChromaDex Corp.), Warrant Agreement (Turtle Beach Corp)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Shares Stock upon exercise of this Agreement Agreement, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(a)(24(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 4 contracts
Sources: Warrant Agreement (RedBall Acquisition Corp.), Warrant Agreement (Anacor Pharmaceuticals, Inc.), Warrant Agreement (Anacor Pharmaceuticals, Inc.)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of this Warrant and the Common Shares Stock upon exercise of this Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(a)(24(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 3 contracts
Sources: Warrant Agreement (Neuralstem, Inc.), Warrant Agreement (Neuralstem, Inc.), Warrant Agreement (Neuralstem, Inc.)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Shares Stock upon exercise of this Agreement will constitute a transaction exempt from (i) the registration requirements of Section 5 of the Securities Act, in reliance upon Section 4(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 3 contracts
Sources: Warrant Agreement (Pulmatrix, Inc.), Warrant Agreement (Agile Therapeutics Inc), Warrant Agreement (Genocea Biosciences, Inc.)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s 's representations in Section 10, the issuance of the Common Shares Stock upon exercise of this Agreement will constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 3 contracts
Sources: Warrant Agreement (Immune Pharmaceuticals Inc), Warrant Agreement (Concert Pharmaceuticals, Inc.), Warrant Agreement (Baxano Surgical, Inc.)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Shares Stock upon exercise of this Agreement Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the Securities Act, in reliance upon Section 4(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 2 contracts
Sources: Warrant Agreement (Mast Therapeutics, Inc.), Warrant Agreement (Cerulean Pharma Inc.)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s 's representations in Section 10, the issuance of the Common Shares Stock upon exercise of this Agreement Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the Securities Act, in reliance upon Section 4(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 2 contracts
Sources: Warrant Agreement (Cytrx Corp), Warrant Agreement (Cytrx Corp)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Shares Stock upon exercise of this Agreement Warrant, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(a)(24(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 2 contracts
Sources: Warrant Agreement (Epicept Corp), Common Stock Warrant (Epicept Corp)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Shares shares of the Class upon exercise of this Agreement (and, if applicable, the issuance of the Common Stock upon conversion of such shares), will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(a)(24(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 's representations in Section 10, the issuance of the Common Shares upon exercise of this Agreement will constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(a)(24(2) thereof, and (ii) the qualification requirements of the applicable US state securities laws, and (iii) the registration and/or qualification requirements of any other securities laws applicable to the Company.
Appears in 2 contracts
Sources: Warrant Agreement (Auris Medical Holding AG), Warrant Agreement (Auris Medical Holding AG)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Warrant Shares upon exercise of this Agreement will constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(a)(24(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 2 contracts
Sources: Warrant Agreement (U.S. Gold Corp.), Warrant Agreement (VBI Vaccines Inc/Bc)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Shares upon exercise of this Warrant Agreement will constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(a)(2) thereof, Securities Act and (ii) the qualification requirements of the applicable state securities laws.
Appears in 1 contract
Exempt Transaction. Subject to the accuracy of the Warrantholder’s 's representations in Section 10, the issuance of the Common Shares Stock upon exercise of this Agreement will constitute a a. transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(a)(24(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 1 contract
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Shares Preferred Units upon exercise of this Agreement will constitute a transaction exempt from (i) the registration requirements of Section 5 of the Securities Act, in reliance upon Section 4(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 1 contract
Sources: Warrant Agreement (Proteostasis Therapeutics, Inc.)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the shares of Common Shares Stock upon exercise of this Agreement will constitute a transaction exempt from (i) the registration requirements of Section 5 of the Securities Act, in reliance upon Section 4(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 1 contract
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Warrant Shares upon exercise of this Agreement Agreement, and, if applicable, the issuance of the Ordinary Shares upon conversion of the Warrant Shares, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws, and (iii) applicable securities laws of the Cayman Islands.
Appears in 1 contract
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 1010 below, the issuance of the Common Shares Stock upon exercise of this Agreement will constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 1 contract
Sources: Warrant Agreement (NeueHealth, Inc.)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Shares Stock upon exercise of this Agreement will constitute constitutes a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(a)(24(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 1 contract
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations set forth in Section 10, the issuance of the Common Shares Stock upon exercise of this Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(a)(2) thereof, Act and (ii) the qualification requirements of the applicable state securities laws.
Appears in 1 contract
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Shares Stock upon exercise of this Agreement will constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws..
Appears in 1 contract
Exempt Transaction. Subject to the accuracy of the Warrantholder’s 's representations in Section 10, the issuance of the Common Shares Stock upon exercise of this Agreement will constitute a transaction exempt from (i) the registration requirements of Section 5 of the Securities Act, in reliance upon Section 4(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 1 contract
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of this Warrant and the Common Shares Stock upon exercise of this Agreement will constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 1 contract
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Shares Stock upon exercise of this Agreement Warrant will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(a)(24(2) thereof, and (ii) the qualification requirements of the applicable state securities laws, in each case, pursuant to applicable laws and regulations in effect as of the Effective Date.
Appears in 1 contract
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Shares Units upon exercise of this Agreement will constitute a transaction exempt from (i) the registration requirements of Section 5 of the Securities Act, in reliance upon Section 4(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 1 contract
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Preferred Class C Shares upon exercise of this Agreement Agreement, and the issuance of the Common Shares upon conversion of the Preferred Class C Shares, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(a)(24(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 1 contract
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Shares upon exercise of this Agreement will constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(a)(2) thereof, and (ii) the qualification requirements of the applicable US state securities laws.
Appears in 1 contract
Sources: Warrant Agreement (Motif Bio PLC)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Ordinary Shares upon exercise of this Agreement Warrant will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(a)(2) thereof, and (ii) the qualification requirements of the applicable U.S. state securities laws.
Appears in 1 contract