Restricted Securities. The Purchaser understands that the 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 36 contracts
Sources: Series a Preferred Stock Purchase Agreement, Series a Preferred Stock Purchase Agreement (Promicell, Inc.), Series B Preferred Stock Purchase Agreement (GCL Global Holdings LTD)
Restricted Securities. The Purchaser understands that the Shares 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 19 contracts
Sources: Convertible Note Purchase Agreement (New Beginnings Acquisition Corp.), Convertible Note Purchase Agreement, Convertible Note Purchase Agreement (Acasti Pharma Inc.)
Restricted Securities. The Each Purchaser understands that the Shares Notes have not been, and will not be, registered under the Securities Act, Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the each Purchaser’s representations as expressed herein. The Each Purchaser understands that the Shares Notes are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the each Purchaser must hold the Shares Notes indefinitely unless they are registered with the Securities and Exchange Commission SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Each Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Notes for resale except as set forth in the Investors’ Rights Agreementresale. The Each Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesNotes, and on requirements relating to the Company which are outside of the such Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 13 contracts
Sources: Note Purchase Agreement (Ept 16 LLC), Master Note Purchase Agreement (Fidelity Private Credit Fund), Master Note Purchase Agreement (North Haven Private Income Fund LLC)
Restricted Securities. The Purchaser understands that the Shares 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 11 contracts
Sources: Note Purchase Agreement (Allovir, Inc.), Subordinated Convertible Promissory Note and Warrant Purchase Agreement (Aclarion, Inc.), Subordinated Convertible Promissory Note and Warrant Purchase Agreement (Aclarion, Inc.)
Restricted Securities. The Purchaser understands that the 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Shares for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 11 contracts
Sources: Stock Purchase Agreement (NextPlay Technologies Inc.), Stock Purchase Agreement (Ideanomics, Inc.), Stock Purchase Agreement (Anchorage International Holdings Corp.)
Restricted Securities. The Purchaser understands that the 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock Ordinary Shares into which it may be converted, for resale except as set forth in the Investors’ Rights Shareholders Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 10 contracts
Sources: Series B Preferred Shares Purchase Agreement (360 Finance, Inc.), Series B Preferred Shares Purchase Agreement (360 Finance, Inc.), Series B Preferred Shares Purchase Agreement (360 Finance, Inc.)
Restricted Securities. The Purchaser understands that the Shares --------------------- 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s 's representations as expressed herein. The Purchaser understands that the Shares Securities are “"restricted securities” " under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ ' Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s 's control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 10 contracts
Sources: Series a Preferred Stock Purchase Agreement (Avantgo Inc), Series B Preferred Stock Purchase Agreement (Avantgo Inc), Series C Preferred Stock Purchase Agreement (Flycast Communications Corp)
Restricted Securities. The Purchaser understands that the Shares 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares Securities are “restricted securities” under applicable U.S. federal federal, state and state province securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Other than as set forth herein, the Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 8 contracts
Sources: Unit Purchase Agreement (Bonds.com Group, Inc.), Unit Purchase Agreement (Bonds.com Group, Inc.), Unit Purchase Agreement (Bonds.com Group, Inc.)
Restricted Securities. The Purchaser understands that the Shares 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s 's representations as expressed herein. The Purchaser understands that the Shares Securities are “"restricted securities” " under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ ' Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s 's control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 8 contracts
Sources: Series a Preferred Stock Purchase Agreement (Planet Zanett Inc), Series B Preferred Stock and Convertible Note Purchase Agreement (Pets Com Inc), Series B Preferred Stock Purchase Agreement (Pets Com Inc)
Restricted Securities. The Purchaser understands that the Shares Notes have not been, and will not be, registered under the Securities ActAct or any state securities laws, by reason of a specific exemption from exemptions under the registration provisions of the Securities Act thereof which depends depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares Notes are “restricted securities” under applicable U.S. federal and applicable state securities laws and that, pursuant to these laws, the such Purchaser must hold the Shares Notes indefinitely unless they their resales are registered with the Securities and Exchange Commission (“SEC”) and registered or qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Notes for resale except as set forth in the Investors’ Rights Agreement. The Purchaser and further acknowledges that that, if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesNotes, and on requirements relating to the Company which are outside of the such Purchaser’s control, and which the Company is under no obligation obligation, and may not be able able, to satisfy.
Appears in 8 contracts
Sources: Note Purchase Agreement (Alpine 4 Holdings, Inc.), Note Purchase Agreement (Alpine 4 Holdings, Inc.), Note Purchase Agreement (Alpine 4 Holdings, Inc.)
Restricted Securities. The Purchaser Holder understands that the Shares Securities have not been, and will not be, registered under the Securities ActAct or state securities laws, by reason of a specific exemption exemptions from the registration provisions of the Securities Act thereof which depends depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserHolder’s representations as expressed herein. The Purchaser Holder understands that the Shares Securities are “restricted securities” under applicable U.S. federal and applicable state securities laws and that, pursuant to these laws, the Purchaser Holder must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission (“SEC”) and registered or qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Holder acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreement. The Purchaser and further acknowledges that that, if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the PurchaserHolder’s control, and which the Company is under no obligation obligation, and may not be able able, to satisfy.
Appears in 7 contracts
Sources: Simple Agreement for Future Equity (Safe) (Reed's, Inc.), Simple Agreement for Future Equity (Safe) (Reed's, Inc.), Simple Agreement for Future Equity (Safe) (Reed's, Inc.)
Restricted Securities. The Such Purchaser understands that the Shares Securities have not been, and will not be, registered under the Securities ActAct or any state securities laws, by reason of a specific exemption from exemptions under the registration provisions of the Securities Act thereof which depends depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the such Purchaser’s representations as expressed herein. The Such Purchaser understands that the Shares Securities are “restricted securities” under applicable U.S. federal and applicable state securities laws and that, pursuant to these laws, the such Purchaser must hold the Shares indefinitely unless they are registered with Securities pursuant to the Section 4(a)(6) of the Securities Act of 1933 and the related regulations of the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is availableCommission. The Such Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreement. The Purchaser and further acknowledges that that, if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the such Purchaser’s control, and which the Company is under no obligation obligation, and may not be able able, to satisfy.
Appears in 7 contracts
Sources: Convertible Note Purchase Agreement, Convertible Note Purchase Agreement, Convertible Note Purchase Agreement
Restricted Securities. The Purchaser understands that the 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser understands that this offering is not intended to be part of the public offering, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act.
Appears in 6 contracts
Sources: Series D Preferred Stock Purchase Agreement (Vascular Biogenics Ltd.), Series C Preferred Stock Purchase Agreement (Caribou Biosciences, Inc.), Series C Preferred Stock Purchase Agreement (Caribou Biosciences, Inc.)
Restricted Securities. The Purchaser understands that the offer and sale of the Shares have to the Purchaser 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the U.S. Securities and Exchange Commission (the “SEC”) and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the SharesShares for resale, or except for the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights AgreementRegistration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 6 contracts
Sources: Equity Purchase Agreement (FGL Holdings), Equity Purchase Agreement (FGL Holdings), Equity Purchase Agreement (FGL Holdings)
Restricted Securities. The Purchaser Registered Holder understands that the Shares 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserRegistered Holder’s representations as expressed herein. The Purchaser Registered Holder understands that the Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Registered Holder must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Registered Holder acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser Registered Holder further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the PurchaserRegistered Holder’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 6 contracts
Sources: Series a Preferred Stock Purchase Agreement (zSpace, Inc.), Merger Agreement (Bone Biologics, Corp.), Preferred Stock Purchase Warrant (Gelesis Inc)
Restricted Securities. The Purchaser Such Investor understands that the issuance and sale of the Convertible Shares have not been, and will not be, been registered under the Securities Act, Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserInvestor’s representations as expressed hereinin Section 3.7. The Purchaser Such Investor understands that the Convertible Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Investor must hold the Convertible Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Such Investor acknowledges that the Company Parent has no obligation to register or qualify the Convertible Shares, or the Parent Common Stock into which it may be converted, for resale except as set forth in the Investors’ Registration Rights Agreement. The Purchaser Such Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Convertible Shares, and on requirements relating to the Company Parent which are outside of the PurchaserInvestor’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 6 contracts
Sources: Securities Purchase Agreement (Universal American Financial Corp), Securities Purchase Agreement (Welsh Carson Anderson & Stowe Ix Lp), Securities Purchase Agreement (Perry Corp)
Restricted Securities. The Purchaser understands that the 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 5 contracts
Sources: Series a Preferred Stock Purchase Agreement (Spectral Ip, Inc.), Series B 1 Preferred Stock Purchase Agreement (Hylete, Inc.), Common Stock and Warrant Purchase Agreement (SOS Hydration Inc.)
Restricted Securities. The Purchaser understands that the 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. United States federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, authorities or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 5 contracts
Sources: Series Seeda Preferred Stock Purchase Agreement, Series Seed Preferred Stock Purchase Agreement (Groundfloor Finance Inc.), Series Seed Preferred Stock Purchase Agreement
Restricted Securities. The Purchaser Each of the Investors understands that the Shares 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 Act, which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of each of the Purchaser’s Investors’ representations as expressed herein. The Purchaser Each of the Investors understands that the Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, each of the Purchaser Investors must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Except as otherwise provided herein, each of the Investors acknowledges that the Company has no obligation to register or qualify the Shares, or Securities. Each of the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreement. The Purchaser Investors further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which that are outside of Each of the Purchaser’s Investors’ control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 5 contracts
Sources: Securities Purchase Agreement (Aptorum Group LTD), Securities Purchase Agreement (Meiwu Technology Co LTD), Securities Purchase Agreement (Aptorum Group LTD)
Restricted Securities. The Such Purchaser understands that the Shares 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the such Purchaser’s representations as expressed herein. The Such Purchaser understands that the Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the such Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreement. The Such Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the such Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. Such Purchaser understands that no United States federal or state agency or any government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.
Appears in 5 contracts
Sources: Securities Purchase Agreement (Warburg Pincus Private Equity Viii L P), Purchase Agreement (Warburg Pincus Private Equity Viii L P), Purchase Agreement (Nuance Communications, Inc.)
Restricted Securities. The Purchaser Stockholder understands that the Shares common 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserStockholder’s representations as expressed herein. The Purchaser Stockholder understands that the Shares common shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Stockholder must hold the Shares common shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Stockholder acknowledges that the Company Semnur has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, common shares for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser Stockholder further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Sharescommon shares, and on requirements relating to the Company Semnur which are outside of the PurchaserStockholder’s control, and which the Company Semnur is under no obligation and may not be able to satisfy.
Appears in 5 contracts
Sources: Advisory Services Agreement (Semnur Pharmaceuticals, Inc.), Advisory Services Agreement (Semnur Pharmaceuticals, Inc.), Advisory Services Agreement (Semnur Pharmaceuticals, Inc.)
Restricted Securities. The Purchaser understands that the Shares 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 5 contracts
Sources: Convertible Note Purchase Agreement (Cambridge Heart Inc), Convertible Note Purchase and Warrant Agreement (Bioject Medical Technologies Inc), Convertible Note Purchase and Warrant Agreement (Bioject Medical Technologies Inc)
Restricted Securities. The Purchaser Employee understands that the any Shares that may be issued to Employee hereunder 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserEmployee’s representations as expressed herein. The Purchaser Company understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Employee must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Employee acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Shares for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser Employee further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the PurchaserEmployee’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 5 contracts
Sources: Employment Agreement (Cognigen Networks Inc), Employment Agreement (Cognigen Networks Inc), Employment Agreement (Cognigen Networks Inc)
Restricted Securities. The Each Purchaser understands that the Shares Securities have not been, and will not be, registered under the Securities ActAct or any state securities laws, by reason of a specific exemption from exemptions under the registration provisions of the Securities Act thereof which depends depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the each Purchaser’s representations as expressed herein. The Each Purchaser understands that the Shares Securities are “restricted securities” under applicable U.S. federal and applicable state securities laws and that, pursuant to these laws, the such Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission (“SEC”) and registered or qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Each Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreement. The Purchaser and further acknowledges that that, if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the such Purchaser’s control, and which the Company is under no obligation obligation, and may not be able able, to satisfy.
Appears in 5 contracts
Sources: Convertible Note Purchase Agreement (MOVING iMAGE TECHNOLOGIES INC.), Secured Convertible Note Purchase Agreement (bioAffinity Technologies, Inc.), Secured Convertible Note Purchase Agreement (bioAffinity Technologies, Inc.)
Restricted Securities. The Purchaser Investor understands that the Shares 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserInvestor’s representations as expressed herein. The Purchaser Investor understands that the Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Investor must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Investor acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Shareholders Agreement. The Purchaser Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the PurchaserInvestor’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 5 contracts
Sources: Additional Series a 3 Preferred Shares Purchase Agreement, Series B Preferred Shares Purchase Agreement (Niu Technologies), Additional Series a 3 Preferred Shares Purchase Agreement (Niu Technologies)
Restricted Securities. The Purchaser understands that the Issued 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Issued Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Issued Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company Issuer has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Issued Shares for resale except as set forth in the Investors’ Rights Registration Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, Issued Shares and on requirements relating to the Company Issuer which are outside of the Purchaser’s control, and which the Company Issuer is under no obligation and may not be able to satisfy.
Appears in 4 contracts
Sources: Subscription Agreement (Gener8 Maritime, Inc.), Subscription Agreement (Gener8 Maritime, Inc.), Subscription Agreement (Gener8 Maritime, Inc.)
Restricted Securities. The Purchaser understands that the Shares have Note 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are Note constitutes a “restricted securitiessecurity” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Note indefinitely unless they are it is registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, Note or the Common Stock into which it may be converted, Conversion Shares for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesNote, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 4 contracts
Sources: Convertible Note Purchase Agreement (Picard Medical, Inc.), Convertible Note Purchase Agreement (Picard Medical, Inc.), Convertible Note Purchase Agreement (Picard Medical, Inc.)
Restricted Securities. The Purchaser understands that the Shares have not beenare being issued in a transaction that was not, and will not be, registered under the Securities Act, Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Shares for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 4 contracts
Sources: Common Stock Purchase Agreement, Common Stock Purchase Agreement (Fibrogen Inc), Common Stock Purchase Agreement (BrightSource Energy Inc)
Restricted Securities. The Purchaser understands that the Shares Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Act”), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Noble Medical Technologies, Inc.), Securities Purchase Agreement (Noble Medical Technologies, Inc.), Securities Purchase Agreement (Noble Medical Technologies, Inc.)
Restricted Securities. The Purchaser understands that the 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Amended and Restated Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. Purchaser understands that this offering is not intended to be part of the public offering, and that Purchaser will not be able to rely on the protection of Section 11 of the Securities Act.
Appears in 4 contracts
Sources: Preferred Stock Purchase Agreement (Anterios Inc), Preferred Stock Purchase Agreement (Anterios Inc), Preferred Stock Purchase Agreement (Anterios Inc)
Restricted Securities. The Purchaser understands that the Shares --------------------- 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s 's representations as expressed herein. The Purchaser understands that the Shares Securities are “"restricted securities” " under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The the Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ ' Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s 's control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 4 contracts
Sources: Series D Preferred Stock Purchase Agreement (Loudeye Technologies Inc), Series B Preferred Stock Purchase Agreement (Loudeye Technologies Inc), Series C Preferred Stock Purchase Agreement (Loudeye Technologies Inc)
Restricted Securities. The Purchaser understands that the 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Shares for resale except as set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 4 contracts
Sources: Common Stock Purchase Agreement (NantKwest, Inc.), Common Stock Purchase Agreement (Super League Gaming, Inc.), Common Stock Purchase Agreement (Super League Gaming, Inc.)
Restricted Securities. The Purchaser understands that the Shares 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s 's representations as expressed herein. The Purchaser understands that the Shares Securities are “"restricted securities” " under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s 's control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 4 contracts
Sources: Subordinated Convertible Note and Warrant Purchase Agreement (Silicon Entertainment Inc /Ca/), Convertible Subordinated Note and Warrant Purchase Agreement (Netzero Inc), Common Stock and Warrant Purchase Agreement (Helix Biomedix Inc)
Restricted Securities. The Purchaser Holder understands that the Shares Securities have not been, and will not be, registered under the Securities ActAct or state securities laws, by reason of a specific exemption exemptions from the registration provisions of the Securities Act thereof which depends depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s Holder's representations as expressed herein. The Purchaser Holder understands that the Shares Securities are “"restricted securities” " under applicable U.S. federal and applicable state securities laws and that, pursuant to these laws, the Purchaser Holder must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission ("SEC") and registered or qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Holder acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreement. The Purchaser and further acknowledges that that, if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s Holder's control, and which the Company is under no obligation obligation, and may not be able able, to satisfy.
Appears in 4 contracts
Sources: Convertible Promissory Note (Nuvve Holding Corp.), Convertible Promissory Note, Convertible Promissory Note
Restricted Securities. The Purchaser understands that the 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Shares for resale except as set forth in the InvestorsStockholders’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 4 contracts
Sources: Common Stock Purchase Agreement (Capstone Dental Pubco, Inc.), Common Stock Purchase Agreement (Acorn Energy, Inc.), Common Stock Purchase Agreement (Acorn Energy, Inc.)
Restricted Securities. The Purchaser understands that the Shares Notes 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares Notes are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Notes indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the SharesNotes, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesNotes, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Ondas Holdings Inc.), Securities Purchase Agreement (Ondas Holdings Inc.), Securities Purchase Agreement (Ondas Holdings Inc.)
Restricted Securities. The Purchaser understands that the Shares 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s 's representations as expressed herein. The Purchaser understands that the Shares Securities are “"restricted securities” " under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ ' Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s 's control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 3 contracts
Sources: Series a Preferred Stock Purchase Agreement (Etoys Inc), Series C Preferred Stock Purchase Agreement (Etoys Inc), Series B Preferred Stock Purchase Agreement (Etoys Inc)
Restricted Securities. The Purchaser understands that the 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock Shares into which it may be converted, for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 3 contracts
Sources: Patent License Agreement, Patent License Agreement (Spark Therapeutics, Inc.), Patent License Agreement (Spark Therapeutics, Inc.)
Restricted Securities. The Purchaser Investor understands that the Subscribed 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserInvestor’s representations as expressed herein. The Purchaser Investor understands that the Subscribed Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Investor must hold the Subscribed Shares indefinitely unless they are registered with the Securities and Exchange Commission SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Investor acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Subscribed Shares for resale except as set forth in the Investors’ Rights Agreement. The Purchaser Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Subscribed Shares, and on requirements relating to the Company which are outside of the PurchaserInvestor’s control, and which the Company is under no obligation obligation, and may not be able able, to satisfy.
Appears in 3 contracts
Sources: Share Subscription Agreement (ECMOHO LTD), Share Subscription Agreement (ECMOHO LTD), Share Subscription Agreement (ECMOHO LTD)
Restricted Securities. The Purchaser understands that the Note and the Conversion 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Note is, and the Conversion Shares are will be, “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Note and the Conversion Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Note and the Conversion Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 3 contracts
Sources: Note Purchase Agreement, Note Purchase Agreement (Marrone Bio Innovations Inc), Note Purchase Agreement (Marrone Bio Innovations Inc)
Restricted Securities. The Purchaser understands that the Purchased 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 which depends uponon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Purchased Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Purchased Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Purchased Shares, or the Common Stock Ordinary Shares into which it the Purchased Shares may be converted, for resale except as set forth in the Investors’ Rights AgreementInvestor Agreements. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Purchased Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 3 contracts
Sources: Preferred Share Purchase Agreement (BeyondSpring Inc.), Preferred Share Purchase Agreement (BeyondSpring Inc.), Preferred Share Purchase Agreement (BeyondSpring Inc.)
Restricted Securities. The Purchaser understands that the Shares have Stock has --------------------- not been, and will not be, registered under the Securities Act, Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s 's representations as expressed herein. The Purchaser understands that the Shares shares of Stock are “"restricted securities” " under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares shares of Stock indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ ' Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesStock, and on requirements relating to the Company which are outside of the Purchaser’s 's control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 3 contracts
Sources: Series B Preferred Stock Purchase Agreement (Onvia Com Inc), Series C Preferred Stock Purchase Agreement (Onvia Com Inc), Series a Preferred Stock Purchase Agreement (Onvia Com Inc)
Restricted Securities. The Purchaser understands that the Shares 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 Act, which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Except as otherwise provided herein, Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights AgreementSecurities. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Sharesof Securities, and on or requirements relating to the Company which that are outside of the Purchaser’s control, and which the Company is under no obligation obligation, and may not be able able, to satisfy.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Sino-Global Shipping America, Ltd.), Securities Purchase Agreement (Bat Group, Inc.), Securities Purchase Agreement (Powerbridge Technologies Co., Ltd.)
Restricted Securities. The Purchaser understands that the Shares Units 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares Units are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Units indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the SharesUnits, or the Common Stock into which it any other securities that may be convertedheld by Purchaser, for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesUnits, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 3 contracts
Sources: Class B Preferred Unit Purchase Agreement (Learn SPAC HoldCo, Inc.), Class B Preferred Unit Purchase Agreement (Learn SPAC HoldCo, Inc.), Class B 1 Preferred Unit Purchase Agreement (Learn SPAC HoldCo, Inc.)
Restricted Securities. The Purchaser understands that the Shares have Stock 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s 's representations as expressed herein. The Purchaser understands that the Shares are “Stock constitutes "restricted securities” " under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesStock, and on requirements relating to the Company which are outside of the Purchaser’s 's control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 3 contracts
Sources: Common Stock Purchase Agreement (Catalyst Semiconductor Inc), Common Stock Purchase Agreement (Catalyst Semiconductor Inc), Common Stock Purchase Agreement (Elex Nv)
Restricted Securities. The Purchaser Each Investor understands that the Shares Securities have not been, and will shall not bebe (except to the extent provided in the Investors’ Rights Agreement), registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserInvestor’s representations as expressed herein. The Purchaser Each Investor understands that the Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Investor must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Each Investor acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreement. The Purchaser Each Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the PurchaserInvestor’s control, and which the Company is under no obligation (except to the extent provided in the Investors’ Rights Agreement) and may not be able to satisfy.
Appears in 3 contracts
Sources: Note Purchase Agreement (Orion Energy Systems, Inc.), Note Purchase Agreement (Orion Energy Systems, Inc.), Note Purchase Agreement (Orion Energy Systems, Inc.)
Restricted Securities. The Purchaser Investor understands that the Shares 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserInvestor’s representations as expressed herein. The Purchaser Investor understands that the Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Investor must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Investor acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreement. The Purchaser Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the PurchaserInvestor’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 3 contracts
Sources: Series C Preferred Stock Purchase Agreement, Series C Preferred Stock Purchase Agreement (Fulcrum Bioenergy Inc), Series C Preferred Stock Purchase Agreement (Fulcrum Bioenergy Inc)
Restricted Securities. The Purchaser understands that the Preferred Sale 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Preferred Sale Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Preferred Sale Shares indefinitely unless they are registered with the Securities and Exchange Commission SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Preferred Sale Shares, or the Common Stock Ordinary Shares into which it may be converted, for resale except as set forth in the Investors’ Investors Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Preferred Sale Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 3 contracts
Sources: Preferred Share Purchase Agreement (ECMOHO LTD), Preferred Share Purchase Agreement (ECMOHO LTD), Preferred Share Purchase Agreement (ECMOHO LTD)
Restricted Securities. The Purchaser understands that the 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws Securities Laws and that, pursuant to these such laws, the Purchaser must hold the Shares indefinitely unless they are registered with the U.S. Securities and Exchange Commission and qualified by applicable state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, Shares or the Common Stock into which it may be converted, converted for resale except as set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited towithout limitation, the time and manner of sale, the holding period for the Shares, Shares and on requirements relating to the Company which are outside of the Purchaser’s control, control and which the Company is under no obligation and may not be able to satisfy.
Appears in 3 contracts
Sources: Series B 4 Cumulative Convertible Preferred Stock Subscription Agreement (IMH Financial Corp), Series B 3 Cumulative Convertible Preferred Stock Subscription Agreement (IMH Financial Corp), Series B 2 Cumulative Convertible Preferred Stock Subscription Agreement (IMH Financial Corp)
Restricted Securities. The Purchaser understands that the Shares 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares Securities are “restricted securitiesRestricted Securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 3 contracts
Sources: Convertible Note Purchase Agreement (BTCS Inc.), Convertible Note Purchase Agreement (BTCS Inc.), Convertible Note Purchase Agreement (Bitcoin Shop Inc.)
Restricted Securities. The Purchaser understands that the Shares 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed hereinin this Agreement. The Purchaser understands that the Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s controlControl, and which the Company is under no obligation and may not be able to satisfy.
Appears in 3 contracts
Sources: Secured Convertible Note Purchase Agreement (H-Cyte, Inc.), Note Purchase Agreement (FWHC Holdings, LLC), Secured Convertible Note and Warrant Purchase Agreement (H-Cyte, Inc.)
Restricted Securities. The Purchaser understands that the 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the such Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Shares for resale except as set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the such Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 3 contracts
Sources: Ordinary Shares Purchase Agreement (Qunar Cayman Islands Ltd.), Ordinary Shares Purchase Agreement (Qunar Cayman Islands Ltd.), Ordinary Shares Purchase Agreement (Baidu, Inc.)
Restricted Securities. The Purchaser understands that the Subscription 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares shares indefinitely unless they are registered with the Securities and Exchange Commission SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, shares for resale except as set forth in the Investors’ Registration Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Sharesshares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 3 contracts
Sources: Share Subscription Agreement (Sina Corp), Share Subscription Agreement (Sina Corp), Share Subscription Agreement (Sina Corp)
Restricted Securities. The Purchaser understands that the Shares have Note 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are Note is a “restricted securitiessecurity” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Note indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Note for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesNote, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 3 contracts
Sources: Senior Secured Note Purchase Agreement (HCW Biologics Inc.), Senior Secured Note Purchase Agreement (HCW Biologics Inc.), Senior Secured Note Purchase Agreement (HCW Biologics Inc.)
Restricted Securities. The Purchaser understands that the Shares and Warrants 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s 's representations as expressed herein. The Purchaser understands that the Shares and Warrants are “"restricted securities” " under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it Shares may be converted, the Warrants or the Warrant Shares for resale except as set forth in the Investors’ ' Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Sharesperiod, and on requirements relating to the Company which are outside of the Purchaser’s 's control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 3 contracts
Sources: Series a Preferred Stock and Warrant Purchase Agreement (Farmstead Telephone Group Inc), Series a Preferred Stock and Warrant Purchase Agreement (Farmstead Telephone Group Inc), Series a Preferred Stock and Warrant Purchase Agreement (Farmstead Telephone Group Inc)
Restricted Securities. The Purchaser understands that the 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws Securities Laws and that, pursuant to these such laws, the Purchaser must hold the Shares indefinitely unless they are registered with the U.S. Securities and Exchange Commission and qualified by applicable state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, Shares or the Common Stock into which it may be converted, converted for resale except as set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited towithout limitation, the time and manner of sale, the holding period for the Shares, Shares and on requirements relating to the Company which are outside of the Purchaser’s control, control and which the Company is under no obligation and may not be able to satisfy.. 3.5
Appears in 2 contracts
Sources: Series B 4 Cumulative Convertible Preferred Stock Subscription Agreement, Series B 4 Cumulative Convertible Preferred Stock Subscription Agreement
Restricted Securities. The Purchaser Investor understands that the Purchased 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserInvestor’s representations as expressed herein. The Purchaser Investor understands that the Purchased Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Investor must hold the Purchased Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Investor acknowledges that the Company has no obligation to register or qualify the Purchased Shares, or the Common Stock into which it may be convertedConversion Shares, for resale except as set forth in the Investors’ Rights Shareholders Agreement. The Purchaser Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Purchased Shares, and on requirements relating to the Company which are outside of the PurchaserInvestor’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 2 contracts
Sources: Series C Preferred Shares Purchase Agreement (InnoLight Technology Corp), Series C Preferred Shares Purchase Agreement (InnoLight Technology Corp)
Restricted Securities. The Purchaser understands that this Warrant and the Exercise 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Exercise Shares are “restricted securities” under applicable U.S. federal and state securities laws Laws and that, pursuant to these lawsLaws, the Purchaser must hold the Exercise Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Exercise Shares, or the Common Stock into which it they may be converted, for resale except as set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Exercise Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 2 contracts
Sources: Assignment, Assumption and Amendment Agreement (Callaway Golf Co), Warrant Agreement (PEP TG Investments LP)
Restricted Securities. The Purchaser Investor understands that the Shares Notes and the Warrants 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s Investors’ representations as expressed herein. The Purchaser Investor understands that the Shares Notes and Warrants are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Investor must hold the Shares Notes and the Warrants indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreement. The Purchaser Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesNote and the Warrants, and on requirements relating to the Company which are outside of the PurchaserInvestor’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 2 contracts
Sources: Credit Facility Agreement (Marrone Bio Innovations Inc), Credit Facility Agreement (Marrone Bio Innovations Inc)
Restricted Securities. The Purchaser understands that the 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 2 contracts
Sources: Common Stock Purchase Agreement (Skkynet Cloud Systems, Inc.), Common Stock Purchase Agreement (Skkynet Cloud Systems, Inc.)
Restricted Securities. The Purchaser understands that the Shares 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s 's representations as expressed herein. The Purchaser understands that the Shares Notes and Warrants are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be convertedSecurities, for resale except as set forth in the Investors’ ' Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s 's control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 2 contracts
Sources: Cumulative Convertible Senior Note and Warrant Purchase Agreement (Coupon Express, Inc.), Cumulative Convertible Senior Note and Warrant Purchase Agreement (Psi Corp)
Restricted Securities. The Purchaser understands that the Shares have Stock has not been, and until the first anniversary of the Closing Date will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are Stock is a “restricted securitiessecurity” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Stock indefinitely unless they are it is registered with the Securities and Exchange Commission SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Registration Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesStock, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 2 contracts
Sources: Series a Preferred Stock Purchase Agreement (General Finance CORP), Series a Preferred Stock Purchase Agreement (General Finance CORP)
Restricted Securities. The Purchaser Each of the Purchasers understands that the 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s Purchasers’ representations as expressed herein. The Purchaser Each of the Purchasers understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Purchasers must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Each of the Purchasers acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreement. The Purchaser Each of the Purchasers further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s Purchasers’ control, and which the Company is under no obligation and may not be able to satisfy. Each of the Purchasers understands that this offering is not intended to be part of any public offering, and that the Purchasers will not be able to rely on the protection of Section 11 of the Securities Act.
Appears in 2 contracts
Sources: Preferred Stock Purchase Agreement (Basil Street Cafe, Inc.), Preferred Stock Purchase Agreement (Basil Street Cafe, Inc.)
Restricted Securities. The Purchaser Holder understands that the Shares have this Warrant has 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser▇▇▇▇▇▇’s representations as expressed herein. The Purchaser Holder understands that the Shares are this Warrant is a “restricted securitiessecurity” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Holder must hold the Shares this Warrant indefinitely unless they are it is registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Holder acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreementthis Warrant. The Purchaser Holder further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Sharesthis Warrant, and on requirements relating to the Company which are outside of the PurchaserHolder’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 2 contracts
Sources: Warrant Agreement (Nukkleus Inc.), Warrant Agreement
Restricted Securities. The Purchaser understands that the 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Amended and Restated Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. Purchaser understands that this offering is not intended to be part of the public offering, and that Purchaser will not be able to rely on the protection of Section II of the Securities Act.
Appears in 2 contracts
Sources: Series B Preferred Stock Purchase Agreement (Anterios Inc), Series B Preferred Stock Purchase Agreement (Anterios Inc)
Restricted Securities. The Purchaser Holder understands that (i) the Shares Securities have not been, and will not be, registered under the Securities ActAct or state securities laws, by reason of a specific exemption exemptions from the registration provisions of the Securities Act thereof which depends depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserHolder’s representations as expressed herein. The Purchaser understands that and warranties set forth in this Section 9; (ii) the Shares Securities are “restricted securities” under applicable U.S. federal and applicable state securities laws and that, pursuant to these laws, the Purchaser Holder must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and registered or qualified by state authorities, authorities or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that ; and (iii) the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreement. The Purchaser and further acknowledges that that, if an exemption from registration or qualification is available, it may be conditioned on various requirements includingrequirements, but not limited to, including the time and manner of sale, the holding period for the Shares, Securities and on other requirements relating to the Company Company, which are outside of the PurchaserHolder’s control, control and which the Company is under no obligation obligation, and may not be able able, to satisfy.
Appears in 2 contracts
Sources: Convertible Promissory Note (Clearday, Inc.), Subordinated Convertible Promissory Note (Interpace Biosciences, Inc.)
Restricted Securities. The Purchaser Each Investor understands that the Shares Securities have not been, and will shall not bebe (except to the extent provided in the Investors’ Rights Agreement, to the extent performed), registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserInvestor’s representations as expressed herein. The Purchaser Each Investor understands that the Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Investor must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Each Investor acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreement. The Purchaser Each Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the PurchaserInvestor’s control, and which the Company is under no obligation (except to the extent provided in the Investors’ Rights Agreement) and may not be able to satisfy.
Appears in 2 contracts
Sources: Series C Senior Convertible Preferred Stock Purchase Agreement (Orion Energy Systems, Inc.), Stock Purchase Agreement (Orion Energy Systems, Inc.)
Restricted Securities. The Purchaser understands that the Allocated Shares have not beenare being issued in a transaction that was not, and will not be, registered under the Securities Act, Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Allocated Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Allocated Shares indefinitely unless they until such Shares are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Allocated Shares for resale except other than as set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Allocated Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 2 contracts
Sources: Ordinary Share Purchase Agreement (TuSimple Holdings Inc.), Ordinary Share Purchase Agreement (TuSimple Holdings Inc.)
Restricted Securities. The Purchaser Regents understands that the issuance to The Regents of the Shares have has not been, and will not be, registered under the Securities Act, nor qualified under the California Blue Sky Law, by reason of a specific exemption private placement exemptions from the such registration and qualification provisions of the Securities Act which depends depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s The Regents’ representations as expressed herein. The Purchaser Regents understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser The Regents must hold the Shares indefinitely unless they are a sale of Licensee stock is registered with the Securities and Exchange Commission and qualified by under state authoritieslaw, or an exemption from such registration and qualification requirements is available. The Purchaser Regents acknowledges that the Company Licensee has no obligation to register or qualify any resale of the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights AgreementShares held by The Regents. The Purchaser Regents further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company Licensee which are outside of the Purchaser’s The Regents’ control, and which the Company Licensee is under no obligation and may not be able to satisfy.
Appears in 2 contracts
Restricted Securities. The Purchaser understands that the 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Investor Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 2 contracts
Sources: Series a Preferred Stock Purchase Agreement (IntelliHome, Inc.), Series a Preferred Stock Purchase Agreement (IntelliHome, Inc.)
Restricted Securities. The Purchaser Holder understands that the Shares Investment 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s Holder's representations as expressed made herein. The Purchaser Holder understands that the Shares Investment Securities are “"restricted securities” " under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Holder must hold the Shares Investment Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Holder acknowledges that the Company Maker has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Investment Securities for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser Holder further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesInvestment Securities, and on requirements relating to the Company Maker which are outside of the Purchaser’s Holder's control, and which the Company Maker is under no obligation and may not be able to satisfy.
Appears in 2 contracts
Sources: Note Agreement (Tremor Entertainment Inc /Nv/), Convertible Note Agreement (I Join Systems Inc)
Restricted Securities. The Purchaser understands that the Shares 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s 's representations as expressed herein. The Purchaser understands that the Shares Securities are “"restricted securities” " under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s 's control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 2 contracts
Sources: Convertible Note Purchase Agreement (MPM Technologies Inc), Secured Convertible Note Purchase Agreement (Paxton Energy Inc)
Restricted Securities. The Purchaser Investor understands that the Shares have Common Stock 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 Act, which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserInvestor’s representations as expressed herein. The Purchaser Investor understands that the Shares Common Stock are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these such laws, Investor, upon the Purchaser Conversion or the exercise of the Warrant, must hold the Shares Common Stock indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Investor acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser Investor further acknowledges that that, if an exemption from registration or qualification is available, then it may be conditioned on various requirements requirements, including, but not limited to, the time and manner of sale, the holding period for the Shares, Common Stock and on requirements relating to the Company which are outside of the PurchaserInvestor’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 2 contracts
Sources: Subscription Agreement (Revelstone Capital Acquisition Corp.), Subscription Agreement (Revelstone Capital Acquisition Corp.)
Restricted Securities. The Purchaser understands that the Shares have not beenare being issued in a transaction that was not, and will not be, registered under the Securities Act, Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely and/or are subject to transfer restrictions for a specified “distribution compliance period” under Regulation S promulgated under the Securities Act, and, in each case, cannot be transferred unless they are registered with the Securities and Exchange Commission SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Shares for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 2 contracts
Sources: Class a Ordinary Shares Purchase Agreement (Agora, Inc.), Class a Ordinary Shares Purchase Agreement (Agora, Inc.)
Restricted Securities. The Purchaser Holder understands that the Shares 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserHolder’s representations as expressed herein. The Purchaser Holder understands that the Shares Securities are “restricted securities” under applicable U.S. federal federal, state and state province securities laws and that, pursuant to these laws, the Purchaser Holder must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Other than as set forth herein, the Holder acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser Holder further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the PurchaserHolder’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 2 contracts
Sources: Convertible Note and Warrant Purchase Agreement (Unity Wireless Corp), Convertible Note and Warrant Purchase Agreement (Unity Wireless Corp)
Restricted Securities. The Purchaser understands that the Shares 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s 's representations as expressed herein. The Purchaser understands that the Shares Common Stock and Warrants are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be convertedSecurities, for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s 's control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 2 contracts
Sources: Common Stock and Warrant Purchase Agreement, Common Stock and Warrant Purchase Agreement (Coupon Express, Inc.)
Restricted Securities. The Purchaser Investor understands that the Shares Securities and the shares of Common Stock underlying 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s Investor's representations as expressed herein. The Purchaser Investor understands that the Shares Securities, and the shares of Common Stock underlying the Securities are “"restricted securities” " under applicable U.S. United States federal and state securities laws and that, pursuant to these laws, the Purchaser Investor must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Investor acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreement. The Purchaser Exhibit C. Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s Investor's control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 2 contracts
Sources: Series E Preferred Stock and Warrant Purchase Agreement (Mobility Electronics Inc), Series F Preferred Stock and Warrant Purchase Agreement (Mobility Electronics Inc)
Restricted Securities. The Purchaser Investor understands that the 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserInvestor’s representations as expressed herein. The Purchaser Investor understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Investor must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, authorities or an exemption from such registration and qualification requirements is available. The Purchaser Investor acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Shares for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, Shares and on requirements relating to the Company which are outside of the PurchaserInvestor’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 2 contracts
Sources: Stock Purchase Agreement (BioXcel Therapeutics, Inc.), Stock Purchase Agreement (BioXcel Therapeutics, Inc.)
Restricted Securities. The Purchaser understands that the 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be convertedconverted (the “Conversion Shares”), for resale except as set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 2 contracts
Sources: Series a Preferred Stock Purchase Agreement (ScripsAmerica, Inc.), Series a Preferred Stock Purchase Agreement (ScripsAmerica, Inc.)
Restricted Securities. The Purchaser understands that the 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Amended and Restated Investors’ Rights Agreement. Agreement The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. Purchaser understands that this offering is not intended to be part of the public offering, and that Purchaser will not be able to rely on the protection of Section 11 of the Securities Act.
Appears in 2 contracts
Sources: Series B 2 Preferred Stock Purchase Agreement (Anterios Inc), Series B 2 Preferred Stock Purchase Agreement (Anterios Inc)
Restricted Securities. The Purchaser understands that the 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Shares for resale except as if and to the extent set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, Shares and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 2 contracts
Sources: Series D Preferred Stock Purchase Agreement (Proteon Therapeutics Inc), Series D Preferred Stock Purchase Agreement (Proteon Therapeutics Inc)
Restricted Securities. The Purchaser understands that the Shares 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s 's representations as expressed herein. The Purchaser understands that the Shares Securities are “"restricted securities” " under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the SharesSecurities for resale, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Investors Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s 's control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 2 contracts
Sources: Series D Preferred Stock Purchase Agreement (Egroups Inc), Series B Preferred Stock Purchase Agreement (Egroups Inc)
Restricted Securities. The Purchaser understands that the 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Investor Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 2 contracts
Sources: Common Stock Purchase Agreement (Yumanity Therapeutics, Inc.), Series a Preferred Stock Purchase Agreement (Immunome Inc.)
Restricted Securities. The Purchaser understands that the 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Class A Common Stock into which it may be converted, for resale except as set forth in the Investors’ Registration Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 2 contracts
Sources: Series B Preferred Stock Purchase Agreement (Stronghold Digital Mining, Inc.), Series a Preferred Stock Purchase Agreement (Stronghold Digital Mining, Inc.)
Restricted Securities. The Purchaser Registered Holder understands that the Shares 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserRegistered Holder’s representations as expressed herein. The Purchaser Registered Holder understands that the Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Registered Holder must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Registered Holder acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser Registered Holder further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the PurchaserRegistered Holder’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 2 contracts
Sources: Warrant Agreement (Progenity, Inc.), Warrant Agreement (Progenity, Inc.)
Restricted Securities. The Purchaser understands that the Shares 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights AgreementSecurities. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares and Warrant Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Tru Shrimp Companies, Inc.), Stock Purchase Agreement (Tru Shrimp Companies, Inc.)
Restricted Securities. The Each Purchaser understands that the Shares Securities have not been, and will not be, registered under the Securities ActAct or any state securities laws, by reason of a specific exemption from exemptions under the registration provisions of the Securities Act thereof which depends depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the each Purchaser’s representations as expressed herein. The Each Purchaser understands that the Shares Securities are “restricted securities” under applicable U.S. federal and applicable state securities laws and that, pursuant to these laws, the such Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and registered or qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Each Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreement. The Purchaser and further acknowledges that that, if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the such Purchaser’s control, and which the Company is under no obligation obligation, and may not be able able, to satisfy.
Appears in 2 contracts
Sources: Convertible Note Purchase Agreement (Mosaic ImmunoEngineering Inc.), Convertible Note Purchase Agreement (Mosaic ImmunoEngineering Inc.)
Restricted Securities. The Purchaser Such Investor understands that the issuance and sale of the Convertible Shares have not been, and will not be, been registered under the Securities Act, Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s Investor's representations as expressed hereinin Section 3.7. The Purchaser Such Investor understands that the Convertible Shares are “"restricted securities” " under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Investor must hold the Convertible Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Such Investor acknowledges that the Company Parent has no obligation to register or qualify the Convertible Shares, or the Parent Common Stock into which it may be converted, for resale except as set forth in the Investors’ Registration Rights Agreement. The Purchaser Such Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Convertible Shares, and on requirements relating to the Company Parent which are outside of the Purchaser’s Investor's control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Capital Z Financial Services Fund Ii Lp), Securities Purchase Agreement (Capital Z Financial Services Fund Ii Lp)
Restricted Securities. The Purchaser understands that the 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is availableavailable or such Shares are registered on a foreign stock exchange and become freely tradable in accordance with all Applicable Laws. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 2 contracts
Sources: Series a Preferred Stock Purchase Agreement (Spring Street Partners Lp), Series a Preferred Stock Purchase Agreement (Diligent Board Member Services, Inc.)
Restricted Securities. The Purchaser Investor understands that the Shares Notes and the Warrants 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s Investor's representations as expressed herein. The Purchaser Investor understands that the Shares Notes and Warrants are “"restricted securities” " under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Investor must hold the Shares Notes indefinitely unless they are registered with the Securities and Exchange Commission SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Investor acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Notes and Warrant Shares for resale except as set forth in the Investors’ Registration Rights Agreement. The Purchaser Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s Investor's control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 2 contracts
Sources: Note Purchase Agreement (Opgen Inc), Note Purchase Agreement (Opgen Inc)
Restricted Securities. The Purchaser understands that the offering and sale of the Shares have not been, and will not be, registered under the Securities Act, Act by reason of a specific exemption from the registration provisions of the Securities such Act which that depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed hereinin this Section 4. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these those laws, the Purchaser must hold the Shares indefinitely unless either they are registered with the Securities and Exchange Commission SEC and qualified by state authorities, authorities or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify for resale the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights AgreementRRA. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements includingrequirements, but not limited to, including the time and manner of sale, sale and the holding period for the Shares, and on requirements relating to the Company which that are outside of the Purchaser’s control, control and which that the Company is under no obligation obligation, and may not be able able, to satisfy.
Appears in 2 contracts
Sources: Stock Purchase Agreement (ACM Research, Inc.), Stock Purchase Agreement (ACM Research, Inc.)
Restricted Securities. The Purchaser understands that the Shares Securities have not been, and will not be, registered under the Securities ActAct or any state or territorial securities laws, by reason of a specific exemption from exemptions under the registration provisions of the Securities Act thereof which depends depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares Securities are “restricted securities” under applicable U.S. federal and applicable state securities laws laws, or the equivalent under any territorial laws, and that, pursuant to these laws, the such Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission (“SEC”) and registered or qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreement. The Purchaser and further acknowledges that that, if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the such Purchaser’s control, and which the Company is under no obligation obligation, and may not be able able, to satisfy.
Appears in 2 contracts
Sources: Note Purchase Agreement (Aura Fat Projects Acquisition Corp), Convertible Note Purchase Agreement (DUET Acquisition Corp.)
Restricted Securities. The Such Purchaser understands that the Shares 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the such Purchaser’s representations as expressed herein. The Such Purchaser understands that the Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the such Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreement. The Such Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the such Purchaser’s control, and which . Such Purchaser understands that no United States federal or state agency or any government or governmental agency has passed upon or made any recommendation or endorsement of the Company is under no obligation and may not be able to satisfySecurities.
Appears in 2 contracts
Sources: Purchase Agreement (Great Hill Investors LLC), Purchase Agreement (Vitacost.com, Inc.)
Restricted Securities. The Each Purchaser understands that the Shares Notes have not been, and will not be, registered under the Securities Act, Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the each Purchaser’s AG Twin Brook Capital Income Fund Master Note Purchase Agreement representations as expressed herein. The Each Purchaser understands that the Shares Notes are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the each Purchaser must hold the Shares Notes indefinitely unless they are registered with the Securities and Exchange Commission SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Each Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Notes for resale except as set forth in the Investors’ Rights Agreementresale. The Each Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesNotes, and on requirements relating to the Company which are outside of the such Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 2 contracts
Sources: Master Note Purchase Agreement (TPG Twin Brook Capital Income Fund), Master Note Purchase Agreement (AG Twin Brook Capital Income Fund)
Restricted Securities. The Purchaser understands that the Shares 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s 's representations as expressed herein. The Purchaser understands that the Shares Securities are “"restricted securities” " under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ ' Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s 's control, and and, subject to the Company's obligations under the Investors' Rights Agreement, which the Company is under no obligation and may not be able to satisfy.
Appears in 2 contracts
Sources: Series B Convertible Preferred Stock Purchase Agreement (Donaldson Lufkin & Jenrette Inc /Ny/), Common Stock Purchase Agreement (Endosonics Corp)
Restricted Securities. The Purchaser understands that the Shares have not been, and will not be, registered under the Securities Act, and are being issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Shares for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements includingrequirements, but not limited to, including the time and manner of sale, sale and the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 2 contracts
Sources: Series a Preferred Stock Purchase Agreement (Alon Israel Oil Company, Ltd.), Series a Preferred Stock Purchase Agreement (Alon USA Energy, Inc.)
Restricted Securities. The Purchaser understands that the Shares Stock --------------------- 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s 's representations as expressed herein. The Purchaser understands that the Shares are “Stock constitutes "restricted securities” " under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Stock indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ ' Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesStock, and on requirements relating to the Company which are outside of the Purchaser’s 's control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 2 contracts
Sources: Series C Preferred Stock Purchase Agreement (Avantgo Inc), Series C Preferred Stock Purchase Agreement (Avantgo Inc)
Restricted Securities. The Purchaser understands that the 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. United States federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Shares for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 2 contracts
Sources: Stock Purchase Agreement (China Green Agriculture, Inc.), Stock Purchase Agreement (China Green Agriculture, Inc.)
Restricted Securities. The Purchaser understands that the Shares have not been, and will not be, registered under the Securities Act, by reason of and are being sold in reliance upon a specific exemption from the registration provisions of the Securities Act of 1933, as amended (the “Securities Act”) which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
Appears in 2 contracts
Sources: Investment Agreement (IDdriven, Inc.), Investment Agreement (Lifelogger Technologies Corp)
Restricted Securities. The Purchaser understands that the 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 which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Shares for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesShares (which may be 6 months or a year), and on requirements relating to the Company which are outside of the Purchaser’s controlcontrol (such as whether the Company is public and whether it was ever involved in a “reverse merger” or similar transaction), and which the Company is under no obligation and may not be able to satisfy.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Omnia Wellness Inc.), Stock Purchase Agreement (Bionik Laboratories Corp.)