Exemption from Registration. The Shares have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), and are being issued to the Stockholder in reliance upon the exemption from such registration provided by Section 4(2) of the 1933 Act based on the representations and warranties made by the Stockholder herein.
Appears in 8 contracts
Samples: Restricted Stock Issuance Agreement (Receptos, Inc.), Restricted Stock Issuance Agreement (Receptos, Inc.), Restricted Stock Issuance Agreement (Receptos, Inc.)
Exemption from Registration. The Purchased Shares have not been registered under the Securities Act of 1933, as amended (the “"1933 Act”"), and are being issued to the Stockholder Purchaser in reliance upon the exemption from such registration provided by Section 4(2) Rule 701 of the 1933 Act based on Securities and Exchange Commission (the representations and warranties made by the Stockholder herein"Commission") for stock issuances under compensatory benefit arrangements such as this Agreement. Purchaser hereby acknowledges receipt of a copy of this Agreement.
Appears in 7 contracts
Samples: Employee Stock Purchase Agreement (Symbion Inc/Tn), Employee Stock Purchase Agreement (Symbion Inc/Tn), Employee Stock Purchase Agreement (Symbion Inc/Tn)
Exemption from Registration. The Shares have not been registered under the Securities Act of 1933, as amended (the “"1933 Act”"), and are accordingly being issued to the Stockholder Individual in reliance upon the an exemption from such registration provided by Section 4(2) of the 1933 Act based on the representations and warranties made by the Stockholder hereinrequirements.
Appears in 5 contracts
Samples: Restricted Stock Issuance Agreement (Lifen Inc), Restricted Stock Issuance Agreement (Lifen Inc), Restricted Stock Issuance Agreement (Lifen Inc)
Exemption from Registration. The Shares have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), and are being issued to the Stockholder Purchaser in reliance upon the exemption from such registration provided by Section 4(2) of the 1933 Act based on the representations and warranties made by the Stockholder Purchaser herein.
Appears in 5 contracts
Samples: Restricted Stock Purchase Agreement (Vallon Pharmaceuticals, Inc.), Restricted Stock Purchase Agreement (Vallon Pharmaceuticals, Inc.), Restricted Stock Purchase Agreement (Vallon Pharmaceuticals, Inc.)
Exemption from Registration. The Purchased Shares have not been registered under the Securities Act of 1933, as amended (the “"1933 Act”" or "Act"), and are being were issued to the Stockholder Founder in reliance upon the an exemption from such registration provided by Section 4(2) of the 1933 Act based on the representations and warranties made by the Stockholder hereinregistration.
Appears in 4 contracts
Samples: Founder Stock Repurchase and Vesting Agreement (Paradigm Genetics Inc), Founder Stock Repurchase and Vesting Agreement (Paradigm Genetics Inc), Founder Stock Repurchase and Vesting Agreement (Paradigm Genetics Inc)
Exemption from Registration. The Restricted Shares have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), and are being issued to the Stockholder in reliance upon the exemption Shareholder pursuant to regulatory and statutory exemptions from such registration provided by Section 4(2) of the 1933 Act based on the representations and warranties made by the Stockholder herein.Act, including without limitation Regulation D.
Appears in 4 contracts
Samples: Restricted Stock Purchase Agreement (Concentric Energy Corp), Restricted Stock Purchase Agreement (Concentric Energy Corp), Restricted Stock Purchase Agreement (Concentric Energy Corp)
Exemption from Registration. The Shares have not been registered --------------------------- under the Securities Act of 1933, as amended (the “"1933 Act”), ") and are being issued to the Stockholder Purchaser in reliance upon the exemption from such registration provided by Section 4(2) Rule 701 of the 1933 Act based on Securities and Exchange Commission (the representations and warranties made by the Stockholder herein"Commission") for stock issuances under compensatory benefit arrangements such as this Agreement. Purchaser hereby acknowledges receipt of a copy of this Agreement.
Appears in 4 contracts
Samples: Common Stock Purchase Agreement (Newcom Inc), Employee Stock Purchase Agreement (Newcom Inc), Founder Stock Purchase Agreement (Gentle Dental Service Corp)
Exemption from Registration. The Shares have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), and are accordingly being issued to the Stockholder Purchaser in reliance upon the exemption from such registration provided by Section 4(2) of the 1933 Act based on the representations and warranties made by the Stockholder hereinAct.
Appears in 4 contracts
Samples: Restricted Stock Purchase Agreement (Signal Pharmaceuticals Inc), Restricted Stock Purchase Agreement (Signal Pharmaceuticals Inc), Restricted Stock Purchase Agreement (Signal Pharmaceuticals Inc)
Exemption from Registration. The Shares have not been --------------------------- registered under the Securities Act of 1933, as amended (the “"1933 Act”), ") and are being issued to the Stockholder Purchaser in reliance upon the exemption from such registration provided by Section 4(2) of the 1933 Act based on the representations and warranties made by the Stockholder Purchaser herein.
Appears in 2 contracts
Samples: Restricted Stock Purchase Agreement (Xcel Pharmaceuticals Inc), Restricted Stock Purchase Agreement (Xcel Pharmaceuticals Inc)
Exemption from Registration. The Stockholder acknowledges that the Acquired Shares have not been registered under the Securities 1933 Act of 1933, as amended (the “1933 Act”), and are accordingly being issued to the Stockholder in reliance upon the exemption from such registration provided by Section 4(2) of in accordance to the 1933 Act based on the representations and warranties made by the Stockholder hereinPurchase Agreement.
Appears in 2 contracts
Samples: Repurchase Option Agreement (Detto), Repurchase Option Agreement (Detto)
Exemption from Registration. The Shares have not been registered under the Securities Act of 1933, as amended (the “"1933 Act”"), and are accordingly being issued to the Stockholder Purchaser in reliance upon the exemption from such registration provided by Section 4(2) Rule 701 of the 1933 Act based on the representations Securities and warranties made by the Stockholder hereinExchange Commission for stock issuances under compensatory agreements.
Appears in 2 contracts
Samples: Stock Pledge Agreement (Nanogen Inc), Collateral Therapeutics Inc
Exemption from Registration. The Shares shares of common stock issued pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), and are being issued to the Stockholder Recipient in reliance upon the exemption from such registration provided by Section 4(2) of the 1933 Act based on the representations and warranties made by the Stockholder hereinAct.
Appears in 1 contract
Exemption from Registration. The Shares have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), and are accordingly being issued to the Stockholder Individual in reliance upon the an exemption from such registration provided by Section 4(2) of the 1933 Act based on the representations and warranties made by the Stockholder hereinrequirements.
Appears in 1 contract
Exemption from Registration. The Shares have not been registered under the Securities Act of 1933, as amended (the “"1933 Act”"), and are accordingly being issued to the Stockholder Purchaser in reliance upon the exemption from such registration provided by Section 4(2) of the 1933 Act based on or the representations rules and warranties made regulations promulgated by the Stockholder hereinSecurities and Exchange Commission under the 1933 Act.
Appears in 1 contract
Exemption from Registration. The Shares have Restricted Stock has not been registered under the Securities Act of 1933, as amended (the “"1933 Act”"), and are is being issued to the Stockholder Director in reliance upon the exemption from such registration provided by Section 4(2) of the 1933 Act based on the representations and warranties made by the Stockholder hereinAct.
Appears in 1 contract
Exemption from Registration. The Purchased Shares have not been registered under the Securities Act of 1933, as amended (the “"1933 Act”"), and are accordingly being issued to the Stockholder Optionee in reliance upon the a specific exemption from such registration provided by Section 4(2) of the 1933 Act based on the representations and warranties made by the Stockholder hereintherefrom.
Appears in 1 contract
