Common use of Securities Not Registered Clause in Contracts

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.

Appears in 20 contracts

Samples: Securities Purchase Agreement (Forster Drilling Corp), Securities Purchase Agreement (Daystar Technologies Inc), Securities Purchase Agreement (Foothills Resources Inc)

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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 The 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.

Appears in 8 contracts

Samples: Warrant and Common Stock Purchase Agreement (Enova Systems Inc), Securities Purchase Agreement (Warburg Pincus Private Equity Viii L P), Securities Purchase Agreement (Neurogen Corp)

Securities Not Registered. Such The Purchaser understands that the Securities have Preferred Stock has 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 Preferred Stock must continue to be held by such the Purchaser unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. Such The 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.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Constellation Energy Group Inc), Stock Purchase Agreement (Midamerican Energy Holdings Co /New/)

Securities Not Registered. Such The 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 the Purchaser unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. Such The 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.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Gran Tierra Energy, Inc.), Securities Purchase Agreement (Leukosite Inc)

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 transactions 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.

Appears in 1 contract

Samples: Securities Purchase Agreement (Diamond Foods Inc)

Securities Not Registered. Such The Purchaser understands that the ------------------------- Securities have not been registered under the Securities Act, by reason of their issuance by the Company in a transaction transactions exempt from the registration requirements of the Securities Act, and that the Securities must continue to be held by such the Purchaser unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. Such The 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Bottomline Technologies Inc /De/)

Securities Not Registered. Such Purchaser understands that the Securities Shares 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 Shares 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 The 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.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Logicvision Inc)

Securities Not Registered. Such The Purchaser understands that the Securities have shares of Participating Preferred Stock has 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 Participating Preferred Stock must continue to be held by such the Purchaser unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. Such The 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.

Appears in 1 contract

Samples: Participating Preferred Stock Purchase Agreement (Reliant Energy Inc)

Securities Not Registered. Such Purchaser understands that the Securities have not been registered under the Securities ActAct or any applicable securities law, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Acttherefrom, 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 The 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 may, in certain cases, afford the basis for sales only in limited amounts.

Appears in 1 contract

Samples: Securities Purchase Agreement (Canadian Superior Energy Inc)

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Securities Not Registered. Such Purchaser understands that because the Securities have not been registered under the Securities Act, by reason of their issuance are issued by the Company in a transaction exempt from the registration requirements of the Securities Act, the Securities have not been registered under 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 The 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.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cubist Pharmaceuticals Inc)

Securities Not Registered. Such Purchaser understands that the Securities have Preferred Stock has 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 Preferred Stock 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Penn National Gaming Inc)

Securities Not Registered. Such Purchaser The Company understands that the Securities have not been registered under the Securities Act, by reason of their issuance by the Company in a transaction transactions exempt from the registration requirements of the Securities Act, and that the Securities must continue to be held by such Purchaser the Purchasers unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. Such Purchaser The Company 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.

Appears in 1 contract

Samples: Securities Purchase Agreement (Diamond Foods Inc)

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 as contemplated under this Agreement or is exempt from such registration. Such The 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.

Appears in 1 contract

Samples: Warrant and Common Stock Purchase Agreement (Protalex Inc)

Securities Not Registered. Such Purchaser The Investor 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 the Investor unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. Such Purchaser The Investor 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.

Appears in 1 contract

Samples: Form of Subscription Agreement (Foothills Resources Inc)

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