No Registration. The Investor understands that the Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto.
Appears in 135 contracts
Sources: Note and Warrant Purchase Agreement (Opti-Harvest, Inc.), Note and Warrant Purchase Agreement (Opti-Harvest, Inc.), Warrant Agreement (ESS Tech, Inc.)
No Registration. The Investor understands that the Securities Shares have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto.
Appears in 16 contracts
Sources: Common Stock Option Agreement (RMG Acquisition Corp. III), Common Stock Option Agreement (RMG Acquisition Corp. III), Common Stock Option Agreement (RMG Acquisition Corp. III)
No Registration. The Such Investor understands that the Securities Securities, have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the such Investor’s representations as expressed herein or otherwise made pursuant hereto.
Appears in 11 contracts
Sources: Securities Purchase Agreement (Opti-Harvest, Inc.), Note and Warrant Purchase Agreement (Opti-Harvest, Inc.), Note and Warrant Purchase Agreement (Opti-Harvest, Inc.)
No Registration. The Investor understands that the Securities Shares and the Conversion Shares, have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto.
Appears in 9 contracts
Sources: Series F Preferred Stock Purchase Agreement (Kensington Capital Acquisition Corp.), Series B Preferred Stock Purchase Agreement, Series a 1 Preferred Stock Purchase Agreement (PogoTec, Inc.)
No Registration. The Investor understands and expressly acknowledges that the Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of in reliance on a specific exemption from the registration provisions of the Securities Act’s registration provisions, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein in this Agreement or otherwise made pursuant heretoto this Agreement.
Appears in 7 contracts
Sources: Securities Purchase Agreement (Capsource Financial Inc), Securities Purchase Agreement (Capsource Financial Inc), Securities Purchase Agreement (Capsource Financial Inc)
No Registration. The Such Investor understands that the Securities Shares and the Conversion Shares have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the such Investor’s representations as expressed herein or otherwise made pursuant hereto.
Appears in 6 contracts
Sources: Series a Preferred Stock Purchase Agreement (Prosper Marketplace Inc), Series B Preferred Stock Purchase Agreement (Prosper Marketplace Inc), Series C Preferred Stock Purchase Agreement (Prosper Marketplace Inc)
No Registration. The Investor understands that the Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto.
Appears in 6 contracts
Sources: Securities Purchase Agreement (Catasys, Inc.), Securities Purchase Agreement (Catasys, Inc.), Securities Purchase Agreement (Catasys, Inc.)
No Registration. The Investor understands that the Securities Investor Shares have not been, and will not be, been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the such Investor’s representations as expressed herein or otherwise made pursuant hereto.
Appears in 5 contracts
Sources: Equity Purchase and Commitment Agreement (Hli Operating Co Inc), Equity Purchase and Commitment Agreement (Delphi Corp), Equity Purchase and Commitment Agreement (Delphi Corp)
No Registration. The Investor understands that the Securities Investor Shares have not been, and will not be, been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto.
Appears in 5 contracts
Sources: Private Placement Agreement (Addentax Group Corp.), Private Placement Agreement (Addentax Group Corp.), Private Placement Agreement (Trinity Place Holdings Inc.)
No Registration. The Investor understands that the Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (the “"Securities Act”"), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s 's representations as expressed herein or otherwise made pursuant hereto.
Appears in 5 contracts
Sources: Warrant Agreement (Knightscope, Inc.), Warrant Agreement (Quantenna Communications Inc), Warrant Agreement (Quantenna Communications Inc)
No Registration. The Such Investor understands that the Securities Shares and the Conversion Shares, have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the such Investor’s representations as expressed herein or otherwise made pursuant hereto.
Appears in 5 contracts
Sources: Asset Transfer and License Agreement (Cerus Corp), Series D Preferred Stock Purchase Agreement (Merriman Curhan Ford Group, Inc.), Series D Preferred Stock Purchase Agreement (Unterberg Thomas I)
No Registration. The Investor understands that the Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”)that, by reason of a specific exemption from the registration provisions of the Securities Act of 1933 (the “Securities Act”), the whose availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto, the Securities have not been, and will not be, registered under the Securities Act.
Appears in 4 contracts
Sources: Subscription Agreement, Warrant Agreement (Robot Cache US Inc.), Warrant Agreement (Robot Cache US Inc.)
No Registration. The Investor understands that the Securities have not been, and will not be, been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto.
Appears in 4 contracts
Sources: Warrant Agreement (Outset Medical, Inc.), Subscription Agreement (LightInTheBox Holding Co., Ltd.), Warrant Agreement (LightInTheBox Holding Co., Ltd.)
No Registration. The Investor understands that the Securities Warrant and the Shares subject to the Warrant have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), ) by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto.
Appears in 3 contracts
Sources: Warrant Agreement (Mo Tianquan), Warrant Agreement (Mo Tianquan), Warrant Agreement (China Index Holdings LTD)
No Registration. The Investor understands that the Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (the “"Securities Act”'), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s 's representations as expressed herein or otherwise made pursuant hereto.
Appears in 3 contracts
Sources: Warrant Agreement (Knightscope, Inc.), Warrant Agreement (Quantenna Communications Inc), Warrant Agreement (Quantenna Communications Inc)
No Registration. The Investor understands that the Securities Shares have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), ) and are being issued by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the such Investor’s representations as expressed herein or otherwise made pursuant hereto.
Appears in 3 contracts
Sources: Conversion Agreement (Title Starts Online, Inc.), Conversion Agreement (Title Starts Online, Inc.), Conversion Agreement (Title Starts Online, Inc.)
No Registration. The Investor understands that the Securities Shares have not been, and will not be, registered under the Securities Act of 1933, as amended 1933 (the “Securities Act”), ) by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the such Investor’s representations as expressed herein or otherwise made pursuant hereto.
Appears in 2 contracts
Sources: Subscription and Investor Member Agreement, Subscription and Investor Member Agreement
No Registration. The Such Investor understands that the Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto.
Appears in 2 contracts
Sources: Securities Purchase Agreement (EdgeWave, Inc.), Securities Purchase Agreement (St. Bernard Software, Inc.)
No Registration. The Investor understands that the Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (1933 of the “Securities Act”), United States of America or the applicable securities law of any other jurisdiction by reason of a specific exemption from the registration provisions of the Securities Actprovisions, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto.
Appears in 2 contracts
Sources: Warrant Agreement (17 Education & Technology Group Inc.), Warrant Agreement (17 Education & Technology Group Inc.)
No Registration. The Investor understands that the Securities Shares and the Conversion Shares, have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), ) by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto.
Appears in 1 contract
Sources: Series C 4 Preferred Stock Purchase Agreement (InterPrivate III Financial Partners Inc.)
No Registration. The Each Investor understands that the Securities have not been, and will not be, been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the such Investor’s 's representations as expressed herein or otherwise made pursuant hereto.
Appears in 1 contract
No Registration. The Each Investor understands that the Securities have not been, and will not be, been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the such Investor’s representations as expressed herein or otherwise made pursuant hereto.
Appears in 1 contract
No Registration. The Investor It understands that the Securities Investor Shares have not been, and will not be, been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s its representations as expressed herein or otherwise made pursuant heretoherein.
Appears in 1 contract
Sources: Equity Purchase and Commitment Agreement (Hli Operating Co Inc)
No Registration. The Investor understands that the Securities have not been, and will not be, except as provided in the Investor Rights Agreement, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto.
Appears in 1 contract
No Registration. The Investor understands that the Securities Shares have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), ) by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto.
Appears in 1 contract
No Registration. The Such Investor understands that the Securities have not been, and nor will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state law by reason of a specific exemption from the registration provisions of the Securities ActAct and applicable state law, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the such Investor’s representations as expressed herein or otherwise made pursuant hereto.
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Overstock Com Inc)
No Registration. The Investor understands that the Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s 's representations as expressed herein or otherwise made pursuant hereto.
Appears in 1 contract
Sources: Note and Warrant Purchase Agreement (Technology Crossover Management Iv LLC)
No Registration. The Investor understands that the Securities sale and issuance of the Units have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto.
Appears in 1 contract
Sources: Common Unit Purchase Agreement (Clean Energy Fuels Corp.)
No Registration. The Investor understands that the Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”)that, by reason of a specific exemption from the registration provisions of the Securities Act of 1933 (the “Securities Act”), the whose availability of which depends upon, among other things, the bona fide nature F835*92>n7ature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto, the Securities have not been, and will not be, registered under the Securities Act.
Appears in 1 contract
Sources: Subscription Agreement
No Registration. The Investor understands that the Securities offer and sale of the Units have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto.
Appears in 1 contract
Sources: Common Unit Purchase Agreement (Clean Energy Fuels Corp.)
No Registration. The Investor understands that the Securities have not been, and will not be, registered under the Securities Act of 1933193 3, as amended (the “"Securities Act”'), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s 's representations as expressed herein or here in o r otherwise made pursuant heretohereto .
Appears in 1 contract