Common use of Unregistered Security Clause in Contracts

Unregistered Security. Each holder of this Warrant acknowledges that this Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Shares issued upon its exercise in the absence of (i) an effective registration statement under the Securities Act as to this Warrant or such Warrant Shares and registration or qualification of this Warrant or such Warrant Shares under any applicable federal or state securities law then in effect or (ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. Each certificate or other instrument for Warrant Shares issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect.

Appears in 14 contracts

Sources: Warrant Agreement (Green Plains Inc.), Warrant Agreement (Green Plains Inc.), Warrant Agreement (Green Plains Inc.)

Unregistered Security. Each holder of this Warrant acknowledges that this Warrant and the Warrant Shares Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Shares Stock issued upon its exercise in the absence of (i) an effective registration statement under the Securities Act as to this Warrant or such Warrant Shares Stock and registration or qualification of this Warrant or such Warrant Shares Stock under any applicable U.S. federal or state securities law then in effect or (ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. Each certificate or other instrument for Warrant Shares Stock issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect.

Appears in 3 contracts

Sources: Loan Agreement (Bone Biologics, Corp.), Merger Agreement (Bone Biologics, Corp.), Warrant Agreement (Bone Biologics, Corp.)

Unregistered Security. Each holder of this Warrant acknowledges that this Warrant and the Warrant Shares Stock of the Company have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Shares Stock issued upon its exercise in the absence of (i) an effective registration statement under the Securities Act as to this Warrant or such Warrant Shares Stock and registration or qualification of this Warrant or such Warrant Shares Stock under any applicable U.S. federal or state securities law then in effect effect; or (ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. Each certificate or other instrument for Warrant Shares Stock issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect.

Appears in 2 contracts

Sources: Convertible Note and Warrant Purchase Agreement (Mechanical Technology Inc), Convertible Note and Warrant Purchase Agreement, Security Agreement and Secured Convertible Promissory Notes and Consent (Mechanical Technology Inc)

Unregistered Security. Each holder of this Warrant acknowledges that this Warrant and the Warrant Shares Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Shares Stock issued upon its exercise of the Warrant in the absence of (i) an effective registration statement under the Securities Act as to this Warrant or such Warrant Shares Stock and registration or qualification of this Warrant or such Warrant Shares Stock under any applicable U.S. federal or state securities law then in effect effect, or (ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. Each certificate or other instrument for Warrant Shares Stock issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect.

Appears in 1 contract

Sources: Platform Development Funding Agreement (Omeros Corp)

Unregistered Security. Each holder of this Warrant acknowledges --------------------- that this Warrant and the Warrant Shares Stock have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and agrees not to -------------- sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Shares Stock issued upon its exercise in the absence of (i) an effective registration statement under the Securities Act as to this Warrant or such Warrant Shares Stock and registration or qualification of this Warrant or such Warrant Shares Stock under any applicable U.S. federal or state securities law then in effect or (ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. Each certificate or other instrument for Warrant Shares Stock issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect.

Appears in 1 contract

Sources: Warrant Purchase Agreement (Chemdex Corp)

Unregistered Security. Each holder of this Warrant acknowledges that this Warrant and the Warrant Shares Interests have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Shares Interests issued upon its exercise in the absence of (i) an effective registration statement under the Securities Act as to this Warrant or such Warrant Shares Interests and registration or qualification of this Warrant or such Warrant Shares Interests under any applicable U.S. federal or state securities law then in effect or (ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. Each certificate or other instrument for Warrant Shares Interests issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect.

Appears in 1 contract

Sources: Note and Warrant Purchase Agreement (Easy Gardener Products LTD)

Unregistered Security. Each holder of this Warrant acknowledges that this Warrant and the Warrant Shares Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Shares issued upon its exercise Stock in the absence of (i) an effective registration statement under the Securities Act as to this Warrant or such Warrant Shares Stock and registration or qualification of this Warrant or such Warrant Shares Stock under any applicable U.S. federal or state securities law then in effect effect, or (ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. Each certificate or other instrument for Warrant Shares Stock issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect.

Appears in 1 contract

Sources: Warrant Agreement (KeyStone Solutions, Inc.)

Unregistered Security. Each holder of this Warrant acknowledges that this Warrant and the Warrant Shares Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Shares Stock issued upon its exercise in the absence of (i) an effective registration statement under the Securities Act as to this Warrant or such Warrant Shares Stock and registration or qualification of this Warrant or such Warrant Shares Stock under any applicable U.S. federal or state securities law then in effect effect, or (ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. Each certificate or other instrument for Warrant Shares Stock issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect.

Appears in 1 contract

Sources: Development and License Agreement (Durect Corp)

Unregistered Security. Each holder of this Warrant acknowledges that this Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Shares issued upon its exercise in the absence of (i) an effective registration statement under the Securities Act as to this Warrant or such Warrant Shares and registration or qualification of this Warrant or such Warrant Shares under any applicable federal or state securities law then in effect or (ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. Each certificate or other instrument for Warrant Shares issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect.

Appears in 1 contract

Sources: Warrant Agreement (American Italian Pasta Co)

Unregistered Security. Each holder of this Warrant acknowledges that this Warrant and the Warrant Shares Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Shares Stock issued upon its exercise in the absence of (i) an effective registration statement under the Securities Act as to this Warrant or such Warrant Shares Stock and registration or qualification of this Warrant or such Warrant Shares Stock under any applicable U.S. federal or state securities law then in effect or (ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. Each certificate or other instrument for Warrant Shares Stock issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect.

Appears in 1 contract

Sources: Warrant Agreement (iVOW, Inc.)

Unregistered Security. Each holder of this Warrant acknowledges --------------------- that this Warrant and the Warrant Shares Stock have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Shares issued upon its exercise Stock in the absence of (i) an effective registration statement under the Securities Act as to this Warrant or and such Warrant Shares Stock and registration or qualification of this Warrant or and such Warrant Shares Stock under any applicable U.S. federal or state securities law then in effect or (ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. Each certificate or other instrument for Warrant Shares Stock issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect.

Appears in 1 contract

Sources: Stock Purchase Agreement (Applied Imaging Corp)

Unregistered Security. Each holder Registered Holder of this Warrant acknowledges that this Warrant and the Warrant Shares Stock of the Company have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Shares Stock issued upon its exercise in the absence of (i) an effective registration statement under the Securities Act as to this Warrant or such Warrant Shares Stock and registration or qualification of this Warrant or such Warrant Shares Stock under any applicable U.S. federal or state securities law then in effect effect, or (ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. Each certificate or other instrument for Warrant Shares Stock issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect.

Appears in 1 contract

Sources: Warrant Agreement (Alliance Medical Corp)

Unregistered Security. Each holder Holder of this Warrant acknowledges that this Warrant and the Warrant Shares Stock have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and each Holder agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Shares Stock issued upon its exercise in the absence of (ia) an effective registration statement under the Securities Act as to this Warrant or such Warrant Shares Stock and registration or qualification of this Warrant or such Warrant Shares Stock under any applicable federal Federal or state securities law then in effect effect, or (iib) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. Each certificate or other instrument for Warrant Shares Stock issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect.

Appears in 1 contract

Sources: Preferred Stock Purchase Agreement (Screaming Media Com Inc)