Common use of No Registration Clause in Contracts

No Registration. The Holder understands that the Securities have not been, and will not be, registered under 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 Holder’s representations as expressed herein or otherwise made pursuant hereto.

Appears in 114 contracts

Sources: Warrant Agreement (ESS Tech, Inc.), Warrant Agreement (Ibotta, Inc.), Warrant Agreement (Ibotta, Inc.)

No Registration. The Holder understands that the Securities have not been, and will not be, registered under 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 upon the accuracy of the Holder’s representations as expressed herein or otherwise made pursuant hereto.

Appears in 12 contracts

Sources: Warrant Agreement (Cloudastructure, Inc.), Warrant Agreement (Cloudastructure, Inc.), Warrant Agreement (Cloudastructure, Inc.)

No Registration. The Holder understands that the Securities have not been, and will not be, registered under 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 Holder’s 's representations as expressed herein or otherwise made pursuant hereto.

Appears in 7 contracts

Sources: Warrant Agreement (Knightscope, Inc.), Warrant Agreement (Quantenna Communications Inc), Warrant Agreement (Quantenna Communications Inc)

No Registration. The Holder understands that this Warrant and the Underlying Securities have not been, and will not be, registered under the Securities Act or qualified under applicable state securities laws by reason of a specific exemption the fact that the issuance of this Warrant is exempt from the registration and qualification provisions of the Securities Actthereof, the availability of which exemption depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Holder▇▇▇▇▇▇’s representations as expressed herein or otherwise made pursuant hereto.

Appears in 6 contracts

Sources: Warrant Agreement (Complete Solaria, Inc.), Warrant Agreement (Urgent.ly Inc.), Warrant Agreement (Urgent.ly Inc.)

No Registration. The Holder 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 Holder’s representations as expressed herein or otherwise made pursuant hereto.

Appears in 4 contracts

Sources: Conversion Agreement (Avalon GloboCare Corp.), Conversion Agreement (Muscle Maker, Inc.), Conversion Agreement (Ipsidy Inc.)

No Registration. The Holder understands that the Securities have not been, and will not be, registered under 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 Holder’s representations as expressed herein or otherwise made pursuant hereto.

Appears in 4 contracts

Sources: Warrant Agreement (Triller Corp.), Warrant Agreement (Triller Corp.), Warrant Agreement (Triller Corp.)

No Registration. The Holder understands that the Securities have this Warrant has not been, and will not be, registered under 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 Holder’s representations as expressed herein or otherwise made pursuant hereto.

Appears in 3 contracts

Sources: Subscription Agreement (LightInTheBox Holding Co., Ltd.), Warrant Agreement (LightInTheBox Holding Co., Ltd.), Warrant Agreement (Summit Materials, Inc.)

No Registration. The Holder understands that this Warrant and the Underlying Securities have not been, and will not be, registered under the Securities Act or qualified under applicable state securities laws by reason of a specific exemption the fact that the issuance of this Warrant is exempt from the registration and qualification provisions of the Securities Actthereof, the availability of which exemption depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the HolderH▇▇▇▇▇’s representations as expressed herein or otherwise made pursuant hereto.

Appears in 2 contracts

Sources: Warrant Agreement (Urgent.ly Inc.), Warrant Agreement (Urgent.ly Inc.)

No Registration. The Holder 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 such Holder’s representations as expressed herein or otherwise made pursuant hereto.

Appears in 2 contracts

Sources: Warrant Exchange Agreement (Spherix Inc), Warrant Exchange Agreement (Spherix Inc)

No Registration. The Holder 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 Holder’s 's representations as expressed herein or otherwise made pursuant hereto.

Appears in 2 contracts

Sources: Promotion Agreement (Healthetech Inc), Warrant Agreement (Healthetech Inc)

No Registration. The Registered Holder understands that the Securities have not been, and and, except as may be agreed pursuant to a separate registration rights agreement entered into with the Company, will not be, registered under 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 Registered Holder’s representations as expressed herein or otherwise made pursuant hereto.

Appears in 2 contracts

Sources: Purchase and Sale Agreement (DigitalBridge Group, Inc.), Warrant Agreement (DigitalBridge Group, Inc.)

No Registration. The Holder understands that the Securities Shares have not been, and will not be, registered under the Securities Act securities acts of any jurisdiction by reason of a specific exemption exemptions 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 Holder’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 Holder 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 Holder’s 's representations as expressed herein or otherwise made pursuant hereto.

Appears in 1 contract

Sources: Warrant Agreement (Netgear Inc)

No Registration. The Holder 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 such Holder’s representations as expressed herein or otherwise made pursuant hereto.

Appears in 1 contract

Sources: Exchange Agreement (Blacksands Petroleum, Inc.)

No Registration. The Subject to Section 7.5 of the Warrant Agreement, the Holder understands that the Securities have not been, and will not be, been registered under 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 Holder’s representations as expressed herein or otherwise made pursuant hereto.

Appears in 1 contract

Sources: Warrant Consent and Conversion Agreement (GP Investments Acquisition Corp.)

No Registration. The Holder understands that the Securities this Warrant and the Warrant Shares have not been, and will not be, registered under 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 Holder’s representations as expressed herein or otherwise made pursuant hereto.

Appears in 1 contract

Sources: Assignment, Assumption and Amendment Agreement (Figure Technology Solutions, Inc.)

No Registration. The Holder understands that the Securities Warrant and the underlying shares have not been, and will not be, been registered under 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 Holder’s representations as expressed herein or otherwise made pursuant hereto.

Appears in 1 contract

Sources: Common Stock Purchase Warrant (Myos Rens Technology Inc.)

No Registration. The Holder understands that the Securities have not been, and will not be, been registered under the Securities Act by reason of and have been issued pursuant to 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 Holder’s representations as expressed herein or otherwise made pursuant hereto.

Appears in 1 contract

Sources: Warrant Agreement (Wave Systems Corp)

No Registration. The Holder understands that the Securities have not been, and will not be, been registered under 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 Holder’s representations as expressed herein or otherwise made pursuant hereto.

Appears in 1 contract

Sources: Warrant Agreement (Outset Medical, Inc.)

No Registration. The Holder 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 such Holder’s representations as expressed herein or otherwise made pursuant hereto.

Appears in 1 contract

Sources: Conversion Agreement (Manhattan Scientifics Inc)

No Registration. The Holder understands that that, other than as set forth in the Registration Rights Agreement (as defined in the Purchase Agreement), the Securities have not been, and will not be, registered under 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 Holder’s representations as expressed herein or otherwise made pursuant hereto.

Appears in 1 contract

Sources: Warrant Agreement (Nuburu, Inc.)

No Registration. The Holder understands that the Securities have not been, and will not be, registered under 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 Holder’s representations as expressed herein or otherwise made pursuant hereto.

Appears in 1 contract

Sources: Warrant Agreement (Marvell Technology Group LTD)

No Registration. The Registered Holder understands that the Securities have not been, and will not be, registered under 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 Registered Holder’s representations as expressed herein or otherwise made pursuant hereto.

Appears in 1 contract

Sources: Warrant Agreement (Colony Capital, Inc.)