Common use of Risk of No Registration Clause in Contracts

Risk of No Registration. The Registered Holder understands that if the Company does not register with the Securities and Exchange Commission pursuant to Section 12 of the Securities and Exchange Act of 1934, as amended (the “1934 Act”), or file reports pursuant to Section 15(d), of the 1934 Act, or if a registration statement covering the securities under the Securities Act is not in effect when the Registered Holder desires to sell (i) the rights to purchase Warrant Stock pursuant to this Warrant or (ii) the Warrant Stock issuable upon exercise of the right to purchase, it may be required to hold such securities for an indefinite period. The Registered Holder also understands that any sale of its rights to purchase Warrant Stock which might be made by it in reliance upon Rule 144 under the Securities Act may be made only in accordance with the terms and conditions of that Rule.

Appears in 2 contracts

Sources: Placement Agent Agreement (Alien Technology Corp), Placement Agent Agreement (Alien Technology Corp)

Risk of No Registration. The Registered Holder understands that if the Company does not register with the Securities and Exchange Commission pursuant to Section 12 of the Securities and Exchange 1934 Act of 1934, as amended (the “1934 Act”), or file reports pursuant to Section 15(d), ) of the 1934 Act, or if a registration statement covering the Company’s securities under the Securities Act is not in effect when the Registered Holder desires to sell (ia) the rights to purchase Warrant Stock pursuant to this Warrant or (ii) the Warrant Series D Preferred Stock issuable upon exercise of the right to purchaserights under this Warrant or (b) the Common Stock issuable upon conversion of such Series D Preferred Stock, it the Holder may be required to hold such securities for an indefinite period. The Registered Holder also understands that any sale of its rights to purchase Warrant such Series D Preferred Stock or Common Stock issuable upon conversion of the Series D Preferred Stock which might be made by it in reliance upon Rule 144 under the Securities Act may be made only in accordance with the terms and conditions of that such Rule.

Appears in 2 contracts

Sources: Warrant Agreement (Violin Memory Inc), Warrant Agreement (Violin Memory Inc)

Risk of No Registration. The Registered Holder understands that if the Company does not register with the Securities and Exchange Commission pursuant to Section 12 of the Securities and Exchange Act of 1934, as amended 1934 (the “1934 Act”), or file reports pursuant to Section 15(d), ) of the 1934 Act, or if a registration statement covering the securities Warrant or the Common Stock issuable upon exercise hereof under the Securities 1933 Act is not in effect when the Registered Holder desires to sell (i) the rights to purchase Warrant Stock pursuant to this Warrant or (ii) the Warrant Common Stock issuable upon exercise of the right to purchaseWarrant, it may be required to hold such securities for an indefinite period. The Registered Holder also understands that any sale of its rights to purchase the Warrant or the Common Stock issuable upon exercise of the Warrant which might be made by it in reliance upon Rule 144 under the Securities 1933 Act may be made only in accordance with the terms and conditions of that Rule.

Appears in 1 contract

Sources: Warrant Agreement (Entrust Inc)

Risk of No Registration. The Registered Holder Warrantholder understands that if the Company does not register with the Securities and Exchange Commission SEC pursuant to Section 12 of the Securities and Exchange Act of 1934, as amended (the “1934 Exchange Act”), or file reports pursuant to Section 15(d), ) of the 1934 Exchange Act, or if a registration statement covering the securities under the Securities Act is not in effect when the Registered Holder it desires to sell (i) the rights to purchase Warrant shares of Common Stock pursuant to this Warrant Agreement or (ii) the Warrant shares of Common Stock issued or issuable upon exercise of the right to purchase, it may be required to hold such securities for an indefinite period. The Registered Holder Warrantholder also understands that any sale of (A) its rights hereunder to purchase Warrant shares of Common Stock or (B) shares of Common Stock issued or issuable hereunder which might be made by it in reliance upon Rule 144 under the Securities Act may be made only in accordance with the terms and conditions of that Rule.

Appears in 1 contract

Sources: Warrant Agreement (Yumanity Therapeutics, Inc.)

Risk of No Registration. The Registered Holder understands that if the Company does not register with the Securities and Exchange Commission pursuant to Section 12 of the Securities and Exchange Act of 1934, as amended (the “1934 1933 Act”), or file reports pursuant to Section 15(d), of the Securities Exchange Act of 1934 (the "1934 Act"), or if a registration statement covering the securities under the Securities 1933 Act is not in effect when the Registered Holder it desires to sell (i) the rights to purchase Warrant Preferred Stock pursuant to this Warrant Agreement, or (ii) the Warrant Preferred Stock issuable upon exercise of the right to purchase, it may be required to hold such securities for an indefinite period. The Registered Holder also understands that any sale of its rights of the Holder to purchase Warrant Preferred Stock or Preferred Stock which might be made by it in reliance upon Rule 144 under the Securities 1933 Act may be made only in accordance with the terms and conditions of that Rule.

Appears in 1 contract

Sources: Loan and Security Agreement (Com21 Inc)

Risk of No Registration. The Registered Holder understands that if the Company does not register ----------------------- Company's Common Stock ceases to be registered with the Securities and Exchange Commission pursuant to Section 12 of the Securities and Exchange Act of 1934, as amended (the “1934 "Exchange Act"), or if the Company ceases to file the reports pursuant to Section 15(d), of required under the 1934 Exchange Act, or if a registration statement covering the securities under the Securities Act is not in effect when the Registered Holder desires to sell resell (i) the rights to purchase Warrant Stock pursuant to this Warrant or (ii) the Warrant Stock Shares issuable upon exercise of this Warrant, the right to purchase, it Holder may be required to hold such securities for an indefinite period. The Registered Holder also understands that any sale is aware of its rights to purchase Warrant Stock which might be made by it in reliance upon the provisions of Rule 144 promulgated under the Securities Act may be made only in accordance with the terms and conditions of that RuleAct.

Appears in 1 contract

Sources: Warrant Agreement (Britesmile Inc)

Risk of No Registration. The Registered Holder understands that if the Company does not register Company's Common Stock ceases to be registered with the Securities and Exchange Commission pursuant to Section 12 of the Securities and Exchange Act of 1934, as amended (the “1934 "Exchange Act"), or if the Company ceases to file the reports pursuant to Section 15(d), of required under the 1934 Exchange Act, or if a registration statement covering the securities under the Securities Act is not in effect when the Registered Holder desires to sell resell (i) the rights to purchase Warrant Stock pursuant to this Warrant or (ii) the Warrant Stock Shares issuable upon exercise of this Warrant, the right to purchase, it Holder may be required to hold such securities for an indefinite period. The Registered Holder also understands that any sale is aware of its rights to purchase Warrant Stock which might be made by it in reliance upon the provisions of Rule 144 promulgated under the Securities Act may be made only in accordance with the terms and conditions of that RuleAct.

Appears in 1 contract

Sources: Securities Purchase Agreement (Britesmile Inc)

Risk of No Registration. The Registered Holder understands that if the Company does not register with the Securities and Exchange Commission pursuant to Section 12 of the Securities and Exchange Act of 1934, as amended (the “1934 1933 Act”), or file reports pursuant to Section 15(d), ) of the Securities Exchange Act of 1934 (the "1934 Act"), or if a registration statement covering the securities Warrant or the Common Stock issuable upon exercise hereof under the Securities 1933 Act is not in effect when the Registered Holder desires to sell (i) the rights to purchase Warrant Stock pursuant to this Warrant or (ii) the Warrant Common Stock issuable upon exercise of the right to purchaseWarrant, it may be required to hold such securities for an indefinite period. The Registered Holder also understands that any sale of its rights to purchase the Warrant or the Common Stock issuable upon exercise of the Warrant which might be made by it in reliance upon Rule 144 under the Securities 1933 Act may be made only in accordance with the terms and conditions of that Rule.

Appears in 1 contract

Sources: Warrant Agreement (Entrust Inc)