The Securities Act Sample Clauses
The Securities Act clause defines the applicability and relevance of the Securities Act of 1933 to the agreement or transaction at hand. Typically, this clause clarifies that any securities issued or transferred under the agreement must comply with the registration requirements or exemptions provided by the Act. For example, it may specify that securities are being offered in a private placement exempt from registration, or that certain disclosures must be made to investors. The core function of this clause is to ensure legal compliance with federal securities laws, thereby protecting the parties from regulatory violations and clarifying the legal framework governing the transaction.
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The Securities Act. The Holder understands that this Warrant and the Shares issuable upon exercise or conversion hereof have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent as expressed herein. The Holder understands that this Warrant and the Shares issued upon any exercise or conversion hereof must be held indefinitely unless subsequently registered under the Securities Act and qualified under applicable state securities laws, or unless exemption from such registration and qualification are otherwise available. The Holder further understands that settlement of this Warrant is to be made in Shares and, for the elimination of doubt, the fact that the Shares delivered on exercise of this Warrant will not be registered under the Securities Act (as defined below) will not in any way require the Company to settle this Warrant otherwise than in Shares, including without limitation, that there is no circumstance that would require the Company to settle this Warrant in cash.
The Securities Act. Holder understands that this Warrant and the Shares issuable upon exercise hereof have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent as expressed herein. Holder understands that this Warrant and the Shares issued upon any exercise hereof must be held indefinitely unless subsequently registered under the Securities Act and qualified under applicable state securities laws, or unless exemption from such registration and qualification are otherwise available. Holder is familiar with the provisions of Rule 144 promulgated under the Securities Act and is aware that there can be no assurances that the requirements of Rule 144 will be met.
The Securities Act. Holder understands that this Warrant and the Shares issuable upon exercise hereof have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent as expressed herein. Holder understands that this Warrant and the Shares issued upon any exercise hereof must be held indefinitely unless subsequently registered under the Securities Act and qualified under applicable state securities laws, or unless exemption from such registration and qualification are otherwise available.
The Securities Act. Holder understands that this Warrant and the Shares issuable upon exercise hereof have not been registered under the Securities Act or under the securities or laws of any state of the United States, and have been and will be offered and sold in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Holder’s investment intent as expressed herein, and further that this Warrant may not be exercised absent registration of the underlying Shares under the Securities Act and applicable state securities laws unless an exemption from such registration requirements is available. Holder understands that this Warrant and the Shares issued upon any exercise hereof must be held indefinitely as “Restricted Securities” (as such term is defined in Rule 144 under the Securities Act) unless subsequently registered under the Securities Act and qualified under applicable state securities laws, or unless exemption from such registration and qualification are otherwise available. Holder is aware of the provisions of Rule 144 promulgated under the Securities Act.
The Securities Act. The Holder understands that this Warrant and the Shares issuable upon exercise or conversion hereof have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent as expressed herein. The Holder understands that this Warrant and the Shares issued upon any exercise or conversion hereof must be held indefinitely unless subsequently registered under the Securities Act and qualified under applicable state securities laws, or unless exemption from such registration and qualification are otherwise available.
The Securities Act. Registered Holder understands that this Warrant and the Exercise Stock have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Registered Holder’s investment intent as expressed herein. Registered Holder understands that this Warrant and the Exercise Stock must be held indefinitely unless subsequently registered under the Securities Act and qualified under applicable state securities laws, or unless exemption from such registration and qualification are otherwise available. Registered Holder is aware of the provisions of Rule 144 promulgated under the Securities Act. The Purchaser shall reaffirm to the Company the representations and warranties set forth in this Section 5 (as to Purchaser) as of each Exercise Time.
The Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.
The Securities Act. Holder understands that the applicable Securities are not currently registered with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act, or with any securities regulatory authority of any state or other jurisdiction of the United States. The offer and sale of the Securities is being made in the United States only to the Holder as it is an “accredited investor” (as defined in Regulation D of the Securities Act) in a transaction not involving a public offering and which is exempt from, or not subject to, the registration requirements of the Securities Act. The Holder has been informed that the Securities must be held indefinitely unless they are subsequently registered with the Commission on a registration statement under the Securities Act or an exemption from registration under Securities Act is available. Each Notice of Exercise and each new Warrant issued upon a transfer pursuant to Section 4(b) of the form of Warrant attached as Exhibit A hereto shall contain such warranties and representations as may be required by applicable securities laws.
The Securities Act. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS SECURITY IN VIOLATION OF THE FOREGOING."](2)
The Securities Act. Each of the Sellers and the Allottee hereby acknowledge and agree that the Fixed Consideration Shares to be acquired by the Sellers and allotted to the Allottee will not have been registered under the Securities Act and each Seller and/or the Allottee may be considered an "affiliate" of CGII for the purposes of the Securities Act and the rules and regulations thereunder. Each of the Sellers and the Allottee further agree to deliver at Completion a certificate containing the representations and warranties set forth in Schedule 10. The Allottee further undertakes and agrees to comply with and observe the Securities Act and the rules and regulations thereunder.