Common use of Compliance with Securities Act Clause in Contracts

Compliance with Securities Act. The Holder, by acceptance hereof, agrees that this Warrant and the Shares to be issued upon exercise hereof are being acquired for investment and that such Holder will not offer, sell or otherwise dispose of this Warrant or any Common Stock to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “Act”). All Shares issued upon exercise of this Warrant (unless registered under the Act or sold or transferred pursuant to Rule 144 promulgated under the Act) shall be stamped or imprinted with a legend in substantially the following form: “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES ACTS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACTS COVERING THIS SECURITY OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACTS.”

Appears in 23 contracts

Samples: Biolargo, Inc., Biolargo, Inc., Biolargo, Inc.

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Compliance with Securities Act. The Holder, by acceptance hereof, agrees that this Warrant and the Shares to be issued upon exercise hereof are being acquired for investment and that such Holder will not offer, sell or otherwise dispose of this Warrant or any Common Stock to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the "Act"). All Shares issued upon exercise of this Warrant (unless registered under the Act or sold or transferred pursuant to Rule 144 promulgated under the Act) shall be stamped or imprinted with a legend in substantially the following form: "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES ACTS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACTS COVERING THIS SECURITY OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACTS."

Appears in 6 contracts

Samples: Nuway Medical Inc, Nuway Medical Inc, Nuway Medical Inc

Compliance with Securities Act. The Holder, by acceptance hereof, agrees that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired for investment and that such Holder he will not offer, sell sell, or otherwise dispose of this Warrant or any Common Stock to be issued upon exercise hereof Warrant Shares except under circumstances which will not result in a violation of the Securities Act of 1933, as amended 1933 (the "Act”)") or any applicable state securities laws. All This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act or sold or transferred pursuant to Rule 144 promulgated under the Act) shall be stamped or imprinted with a legend in substantially the following form: “THIS SECURITY HAS THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED OR THE SECURITIES ACTS OR BLUE SKY LAWS OF ANY STATE AND STATE. THEY MAY NOT BE SOLD SOLD, OFFERED FOR SALE, PLEDGED, OR TRANSFERRED UNLESS THERE IS AN EFFECTIVE HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACTS COVERING THIS SECURITY ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED, OR UNLESS SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS RULE 144 OF SUCH ACTSACT.

Appears in 4 contracts

Samples: Composite Technology Corp, Innovative Card Technologies Inc, Composite Technology Corp

Compliance with Securities Act. The HolderHolder of this Warrant, by acceptance hereof, agrees that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired for investment and that such Holder it will not offer, sell sell, or otherwise dispose of this Warrant or any Common Stock to be issued upon exercise hereof Warrant Shares except under circumstances which will not result in a violation of the Act or any applicable state securities laws. This Warrant and all Warrant Shares (unless registered under the Securities Act of 1933, as amended (the "Act"). All Shares issued upon exercise of this Warrant (unless registered under the Act or sold or transferred pursuant to Rule 144 promulgated under the Act) shall be stamped or imprinted with a legend in substantially the following form: “THIS SECURITY HAS "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED (THE "ACT"). ANY TRANSFER OF SUCH SECURITIES ACTS OF ANY STATE AND MAY NOT SHALL BE SOLD OR TRANSFERRED INVALID UNLESS THERE IS AN EFFECTIVE A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH ACTS COVERING THIS SECURITY TRANSFER OR PURSUANT SUCH REGISTRATION IS UNNECESSARY FOR SUCH TRANSFER TO AN EXEMPTION FROM COMPLY WITH THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACTSACT."

Appears in 3 contracts

Samples: Security Agreement (Internet America Inc), Security Agreement (Hunt William O), Convertible Note Purchase Agreement (CNH Holdings Co)

Compliance with Securities Act. The Holder, by acceptance hereof, agrees that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired for investment and that such Holder it will not offer, sell sell, or otherwise dispose of this Warrant or any Common Stock to be issued upon exercise hereof Warrant Shares except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “Act”)or any applicable state securities laws. All This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act or sold or transferred pursuant to Rule 144 promulgated under the Act) shall be stamped or imprinted with a legend in substantially the following form: “THIS SECURITY HAS THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED OR THE SECURITIES ACTS OR BLUE SKY LAWS OF ANY STATE AND STATE. THEY MAY NOT BE SOLD SOLD, OFFERED FOR SALE, PLEDGED, OR TRANSFERRED UNLESS THERE IS AN EFFECTIVE HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACTS COVERING THIS SECURITY ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED, OR UNLESS SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS RULE 144 OF SUCH ACTSACT.

Appears in 3 contracts

Samples: Health Sciences Group Inc, Health Sciences Group Inc, Health Sciences Group Inc

Compliance with Securities Act. The Holder, by acceptance hereof, agrees that this Warrant and the Shares to be issued upon exercise hereof are being acquired for investment and that such Holder will not offer, sell or otherwise dispose of this Warrant or any Common Stock to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “Act”). All Shares issued upon exercise of this Warrant (unless registered under the Act or sold or transferred pursuant to Rule 144 promulgated under the Act) shall be stamped or imprinted with a legend in substantially the following form: “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES ACTS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACTS COVERING THIS SECURITY OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACTS.”

Appears in 2 contracts

Samples: AHPC Holdings, Inc., AHPC Holdings, Inc.

Compliance with Securities Act. The HolderHolder of this Warrant, by acceptance hereof, agrees that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired for investment and that such Holder it will not offer, sell sell, or otherwise dispose of this Warrant or any Common Stock to be issued upon exercise hereof Warrant Shares except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “Act”)) or any applicable state securities laws. All This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act or sold or transferred pursuant to Rule 144 promulgated under the Act) shall be stamped or imprinted with a legend in substantially the following form: “THIS SECURITY HAS THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED (THE “ACT”). ANY TRANSFER OF SUCH SECURITIES ACTS OF ANY STATE AND MAY NOT SHALL BE SOLD OR TRANSFERRED INVALID UNLESS THERE IS AN EFFECTIVE A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH ACTS COVERING THIS SECURITY OR PURSUANT TRANSFER OR, IN THE OPINION OF COUNSEL ACCEPTABLE TO AN EXEMPTION FROM THE COMPANY, SUCH REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF IS UNNECESSARY FOR SUCH ACTSTRANSFER TO COMPLY WITH THE ACT.”

Appears in 2 contracts

Samples: Securities Purchase Agreement (American Petro-Hunter Inc), GC China Turbine Corp.

Compliance with Securities Act. The Holder, by acceptance hereof, agrees that this Warrant and the Shares to be issued upon exercise hereof are being acquired for investment and that such Holder will not offer, sell or otherwise dispose of this Warrant or any Common Stock to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “Act”"ACT"). All Shares issued upon exercise of this Warrant (unless registered under the Act or sold or transferred pursuant to Rule 144 promulgated under the Act) shall be stamped or imprinted with a legend in substantially the following form: "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES ACTS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACTS COVERING THIS SECURITY OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACTS."

Appears in 1 contract

Samples: Nuway Medical Inc

Compliance with Securities Act. The Holder, by acceptance hereof, agrees that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired for investment and that such Holder he will not offer, sell sell, or otherwise dispose of this Warrant or any Common Stock to be issued upon exercise hereof Warrant Shares except under circumstances which will not result in a violation of the Securities Act of 1933, as amended 1933 (the “Act”)"ACT") or any applicable state securities laws. All This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act or sold or transferred pursuant to Rule 144 promulgated under the Act) shall be stamped or imprinted with a legend in substantially the following form: “THIS SECURITY HAS THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED OR THE SECURITIES ACTS OR BLUE SKY LAWS OF ANY STATE AND STATE. THEY MAY NOT BE SOLD SOLD, OFFERED FOR SALE, PLEDGED, OR TRANSFERRED UNLESS THERE IS AN EFFECTIVE HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACTS COVERING THIS SECURITY ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED, OR UNLESS SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS RULE 144 OF SUCH ACTSACT.

Appears in 1 contract

Samples: Innovative Card Technologies Inc

Compliance with Securities Act. The HolderHolder of this Warrant, by acceptance hereof, agrees that this Warrant and the Shares to be issued upon exercise hereof are being acquired for investment and that such the Holder will not offer, sell or otherwise dispose of this Warrant or any Common Stock Shares to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “Act”). All Shares issued upon exercise of this Warrant (unless registered under the Act or sold or transferred pursuant to Rule 144 promulgated under the Securities Act) shall be stamped or imprinted with a legend in substantially the following form: THE SHARES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED. NO SALE OR THE SECURITIES ACTS OF ANY STATE AND DISPOSITION MAY NOT BE SOLD OR TRANSFERRED UNLESS THERE IS EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER RELATED THERETO, OR (ii) AN OPINION OF COUNSEL FOR THE HOLDER IN A FORM ACCEPTABLE TO THE COMPANY'S COUNSEL THAT SUCH ACTS COVERING THIS SECURITY OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACTSIS NOT REQUIRED.

Appears in 1 contract

Samples: China YCT International Group, Inc.

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Compliance with Securities Act. The Holder, by acceptance hereof, agrees that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired for investment and that such Holder he will not offer, sell sell, or otherwise dispose of this Warrant or any Common Stock to be issued upon exercise hereof Warrant Shares except under circumstances which will not result in a violation of the Securities Act of 1933, as amended 1933 (the “Act”)) or any applicable state securities laws. All This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act or sold or transferred pursuant to Rule 144 promulgated under the Act) shall be stamped or imprinted with a legend in substantially the following form: “THIS SECURITY HAS THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED OR THE SECURITIES ACTS OR BLUE SKY LAWS OF ANY STATE AND STATE. THEY MAY NOT BE SOLD SOLD, OFFERED FOR SALE, PLEDGED, OR TRANSFERRED UNLESS THERE IS AN EFFECTIVE HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACTS COVERING THIS SECURITY ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED, OR UNLESS SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS RULE 144 OF SUCH ACTSACT.

Appears in 1 contract

Samples: NGTV

Compliance with Securities Act. The Holderholder of this Warrant, by acceptance hereof, agrees that this Warrant and Warrant, the Shares to be issued upon exercise hereof are being acquired for investment and that such Holder holder will not offer, sell or otherwise dispose of this Warrant or any Common Stock Shares to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “Act”). All This Warrant and all Shares issued upon exercise of this Warrant (unless registered under the Act or sold or transferred pursuant to Rule 144 promulgated under the Securities Act) shall be stamped or imprinted with a legend in substantially the following form: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED. NO SALE OR THE SECURITIES ACTS OF ANY STATE AND DISPOSITION MAY NOT BE SOLD OR TRANSFERRED UNLESS THERE IS EFFECTED WITHOUT (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER RELATED THERETO, (II) AN OPINION OF COUNSEL FOR THE HOLDER THAT SUCH ACTS COVERING THIS SECURITY REGISTRATION IS NOT REQUIRED OR PURSUANT TO AN EXEMPTION (III) RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACTSUNDER THE ACT IS NOT REQUIRED.

Appears in 1 contract

Samples: Security Agreement (Digital Lightwave Inc)

Compliance with Securities Act. The Holderholder of this Warrant, by acceptance hereof, agrees that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired for investment purposes only and that such Holder holder will not offer, sell or otherwise dispose of this Warrant or any Common Stock to be issued upon exercise hereof Warrant Shares except under circumstances which that will not result in a violation of the Securities Act of 1933, and as amended (the “Act”)permitted by Section 7(b) and Section 7(c) below. All This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act or sold or transferred pursuant to Rule 144 promulgated under the Act) shall be stamped or imprinted with a legend (the "Securities Legend") in substantially the following form: THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT"). NO SALE OR THE SECURITIES ACTS OF ANY STATE AND OTHER DISPOSITION MAY NOT BE SOLD OR TRANSFERRED UNLESS THERE IS EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER RELATED THERETO OR (ii) AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH ACTS COVERING THIS SECURITY OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACTSIS NOT REQUIRED.

Appears in 1 contract

Samples: Avp Inc

Compliance with Securities Act. The Holder, by acceptance hereof, agrees that this Warrant and the Shares to be issued upon exercise hereof are being acquired for investment and that such Holder will not offer, sell or otherwise dispose of this Warrant or any Common Stock to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the "Act"). All Shares issued upon exercise of this Warrant (unless registered under the Act or sold or transferred pursuant to Rule 144 promulgated under the Act) shall be stamped or imprinted with a legend in substantially the following form: "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES ACTS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACTS COVERING THIS SECURITY OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACTS."

Appears in 1 contract

Samples: AHPC Holdings, Inc.

Compliance with Securities Act. The Holderholder of this Warrant, by acceptance hereof, agrees that this Warrant and the Shares shares of Common Stock to be issued upon exercise hereof hereof, are being acquired for investment and that such Holder holder will not offer, sell or otherwise dispose of this Warrant Warrant, or any shares of Common Stock to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “Act”"ACT"). Upon exercise of this Warrant, the holder hereof shall confirm in writing, by executing the form attached as Schedule 1 to Exhibit A hereto, that the shares of Common Stock so purchased are being acquired for investment and not with a view toward distribution or resale. All Shares shares of Common Stock issued upon exercise of this Warrant (unless registered under the Act or sold or transferred pursuant to Rule 144 promulgated under the Act) shall be stamped or imprinted with a legend in substantially the following form: “THIS SECURITY HAS "THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR THE SECURITIES ACTS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACTS COVERING THIS SECURITY OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACTS.”STATE

Appears in 1 contract

Samples: Warrant Agreement (Venture Catalyst Inc)

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