Status Under the Securities Act of 1933 Sample Clauses

The 'Status Under the Securities Act of 1933' clause defines how a particular security or transaction is treated under the U.S. federal securities laws, specifically the Securities Act of 1933. It typically clarifies whether the securities involved are registered with the Securities and Exchange Commission (SEC) or are being offered under an exemption from registration, such as a private placement. This clause is essential for informing parties about compliance obligations and restrictions on resale, thereby ensuring that all participants understand the legal status of the securities and reducing the risk of inadvertent violations of securities laws.
Status Under the Securities Act of 1933. This Warrant and the Shares issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (“the Act”). Upon exercise, in whole or in part, of this Warrant, the certificates representing the Shares shall bear the legend first above written.
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Status Under the Securities Act of 1933. 3.1 Except as provided in the below paragraph, the Company may cause the legend set forth on the first page of this Warrant to be set forth on each Warrant, and a similar legend on any security issued or issuable upon exercise of this Warrant, unless counsel for the Company is of the opinion as to any such security that such legend is unnecessary. 3.2 In connection with any sale or disposition of the Warrant or the Warrant Shares (collectively, the “Securities”) by the Holder pursuant to Rule 144 or pursuant to any other exemption under the Act such that the purchaser acquires freely tradable securities, the Company shall or, in the case of the Warrant Shares, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale of the Warrant Shares or (ii) the Warrant Shares becoming freely tradable by a non-affiliate pursuant to Rule 144, the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such Warrant Shares, together with either (1) a customary representation by the Holder that Rule 144 applies to the Warrant Shares or (2) a statement by the Holder that it has sold Warrant Shares in accordance with the plan of distribution contained in the registration statement covering the Warrant Shares, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Act. From and after the earlier of such dates, upon the Holder’s written request, the Company shall promptly cause certificates evidencing the Warrant Shares subsequently issued upon due exercise of the Warrants to not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Warrant Shares. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, if: (1) the unlegended certificate is not delivered to the Holder within five (5) Business Days of submission by the Holder of a legended certificate and supporting documentation to the Transfer Agent as provided above and (2) prior to the t...
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Related to Status Under the Securities Act of 1933

  • Registration Under the Securities Act of 1933 None of the Warrants or Shares have been registered for purposes of public distribution under the Securities Act of 1933, as amended (the "Act").

  • Status under the Securities Act The Company was not and is not an ineligible issuer as defined in Rule 405 under the Securities Act at the times specified in Rules 164 and 433 under the Securities Act in connection with the offering of the Placement Shares.

  • Registration Under Securities Act of 1933 as amended. The Company agrees that the Shares or, if the Shares are convertible into common stock of the Company, such common stock, shall be subject to the registration rights set forth on Exhibit B, if attached.

  • Securities Act of 1933 A registration statement under the Securities Act of 1933, as amended (the "1933 Act") has been filed and is currently effective, or will be effective prior to the sale of any Shares, and will remain so effective, and all appropriate state securities law filings have been made with respect to all the Shares of the Customer being offered for sale except for any Shares which are offered in a transaction or series of transactions which are exempt from the registration requirements of the 1933 Act and state securities laws; information to the contrary will result in immediate notification to the Transfer Agent.

  • Registration Under Securities Act of 1933, as amended The Company agrees that the Shares or, if the Shares are convertible into common stock of the Company, such common stock, shall have certain incidental, or “Piggyback,” registration rights pursuant to and as set forth in the Company’s Investor Rights Agreement or similar agreement. The provisions set forth in the Company’s Investors’ Right Agreement or similar agreement relating to the above in effect as of the Issue Date may not be amended, modified or waived without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Shares in the same manner as such amendment, modification, or waiver affects the rights associated with all other shares of the same series and class as the Shares granted to the Holder.