Note Not Registered Sample Clauses

Note Not Registered. Purchaser understands and acknowledges that the offering of the Note will not be registered under the Securities Act or qualified under the Maine Uniform Securities Act on the grounds that the offering and sale of the Note contemplated by this Agreement are exempt from registration under the Securities Act and exempt from qualification under the Maine Uniform Securities Act, and that the Company’s reliance upon such exemptions is predicated upon such Purchaser’s representations set forth in this Agreement. The Purchaser acknowledges and understands that resale of a Note may be restricted indefinitely unless the Note is subsequently registered under the Securities Act and qualified under the Maine Uniform Securities Act or an exemption from such registration and such qualification is available.
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Note Not Registered. The Holder understands and acknowledges that the offering of the Note will not be registered under the Securities Act or qualified under the Maine Uniform Securities Act on the grounds that the offering and sale of the Note contemplated by this Agreement are exempt from registration under the Securities Act and exempt from qualification under the Maine Uniform Securities Act. The Holder acknowledges and understands that resale of a Note may be restricted indefinitely unless the Note is subsequently registered under the Securities Act and qualified under the Maine Uniform Securities Act or an exemption from such registration and such qualification is available.
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Note Not Registered. The Lender understands and acknowledges that the offering of the Note, and the Shares issuable upon conversion of the Note, will not be registered under the Securities Act or qualified under Oregon law on the grounds that the offering and sale of the Note and Shares contemplated by this Agreement are exempt from registration under the Securities Act and exempt from qualification pursuant to California law, and that the Company's reliance upon such exemptions is predicated upon Lender's representations set forth in this Agreement. The Lender acknowledges and understands that resale of the Note and the Shares may be restricted indefinitely unless the Note and/or Shares is subsequently registered under the Securities Act and qualified under the Oregon Law or an exemption from such registration and such qualification is available.
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Related to Note Not Registered

  • Securities Not Registered Such Purchaser understands that the Securities have not been registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act, and that the Securities must continue to be held by such Purchaser unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. Such Purchaser understands that the exemptions from registration afforded by Rule 144 (the provisions of which are known to it) promulgated under the Securities Act depend on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts.

  • Shares Not Registered The Purchaser understands and acknowledges that the offering of the Shares pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering and sale of securities contemplated by this Agreement are exempt from registration under the Securities Act pursuant to Section 4(2) thereof and exempt from registration pursuant to applicable state securities or blue sky laws, and that the Company’s reliance upon such exemptions is predicated upon such Purchaser’s representations set forth in this Agreement. The Purchaser acknowledges and understands that the Shares must be held indefinitely unless the Shares are subsequently registered under the Securities Act and qualified under state law or unless an exemption from such registration and such qualification is available.

  • Securities Are Not Registered (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.

  • Reliance on Debenture Register Prior to due presentment for transfer to the Company of this Debenture, the Company and any agent of the Company may treat the Person in whose name this Debenture is duly registered on the Debenture Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Debenture is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

  • Reliance on Note Register Prior to due presentment for transfer to the Company of this Note, the Company and any agent of the Company may treat the Person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

  • Right Register The Right Agent shall maintain books (“Right Register”) for the registration of original issuance and the registration of transfer of the Rights. Upon the initial issuance of the Rights, the Right Agent shall issue and register the Rights in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Right Agent by the Company.

  • Note Register The Issuer appoints the Indenture Trustee to be the “Note Registrar” and to keep a register (the “Note Register”) for the purpose of registering Notes and transfers and exchanges of Notes. On resignation of the Note Registrar, the Issuer will promptly appoint a successor or, if it elects not to make the appointment, assume the obligations of Note Registrar. If the Issuer appoints a Person other than the Indenture Trustee as Note Registrar, (i) the Issuer will notify the Indenture Trustee of the appointment and (ii) the Indenture Trustee will have the right to rely on a certificate executed by an officer of the Note Registrar listing the names and addresses of the Noteholders and the principal amounts and number of the Notes. Each of the Indenture Trustee (if it is not the Note Registrar), the Issuer and the Administrator will have the right to inspect the Note Register at reasonable times and to receive copies of the Note Register.

  • Registered Agent; Registered Office The registered agent for service of process on the Company in the State of Delaware shall be The Corporation Trust Company. The registered office of the Company in the State of Delaware shall be c/o The Corporation Trust Company, Corporation Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, in the County of New Castle. The Board of Managers may, from time to time, change the registered agent or office through appropriate filings with the Secretary of State.

  • Certificate Register 7 Class .......................................................................................7

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