Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 6 contracts
Sources: Warrant Agreement (Turtle Beach Corp), Loan and Security Agreement (ChromaDex Corp.), Warrant Agreement (Turtle Beach Corp)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, Warrant will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 6 contracts
Sources: Warrant Agreement (Identiv, Inc.), Warrant Agreement (Identiv, Inc.), Credit Agreement (Identive Group, Inc.)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Stock Shares upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 6 contracts
Sources: Warrant Agreement (Urovant Sciences Ltd.), Warrant Agreement (Dermavant Sciences LTD), Warrant Agreement (Urovant Sciences Ltd.)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 4 contracts
Sources: Warrant Agreement (RedBall Acquisition Corp.), Warrant Agreement (Anacor Pharmaceuticals, Inc.), Warrant Agreement (Anacor Pharmaceuticals, Inc.)
Exempt Transaction. Subject to the accuracy of the Warrantholder▇▇▇▇▇▇’s representations in Section 1011, the issuance of the Common Stock upon exercise of this AgreementWarrant, and the issuance of the Common Stock upon conversion of the Common Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Securities Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 4 contracts
Sources: Warrant Agreement (Complete Solaria, Inc.), Warrant Agreement (Urgent.ly Inc.), Warrant Agreement (Urgent.ly Inc.)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s 's representations in Section 10, the issuance of the Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 3 contracts
Sources: Warrant Agreement (Immune Pharmaceuticals Inc), Warrant Agreement (Concert Pharmaceuticals, Inc.), Warrant Agreement (Baxano Surgical, Inc.)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Preferred Stock upon exercise of this AgreementWarrant, and the issuance of the Common Stock upon conversion of the Common Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 3 contracts
Sources: Warrant Agreement (Intuity Medical, Inc.), Warrant Agreement (Intuity Medical, Inc.), Warrant Agreement (Annie's, Inc.)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s 's representations in Section 10, the issuance of the Common Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 3 contracts
Sources: Warrant Agreement (Cerecor Inc.), Warrant Agreement (Cerecor Inc.), Warrant Agreement (Glori Acquisition Corp.)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Stock upon exercise of this AgreementWarrant, and the issuance of the Common Stock upon conversion of the Common Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 3 contracts
Sources: Warrant Agreement (American Superconductor Corp /De/), Warrant Agreement (American Superconductor Corp /De/), Warrant Agreement (American Superconductor Corp /De/)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, ; and (ii) the qualification requirements of the applicable state securities laws.
Appears in 3 contracts
Sources: Warrant Agreement (ViewRay, Inc.), Warrant Agreement (ViewRay, Inc.), Warrant Agreement (Viewray Inc)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Securities Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 3 contracts
Sources: Warrant Agreement (Pulmatrix, Inc.), Warrant Agreement (Agile Therapeutics Inc), Warrant Agreement (Genocea Biosciences, Inc.)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s 's representations in Section 10, the issuance of the Common Stock Shares upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable US state securities laws, and (iii) the registration and/or qualification requirements of any other securities laws applicable to the Company.
Appears in 2 contracts
Sources: Warrant Agreement (Auris Medical Holding AG), Warrant Agreement (Auris Medical Holding AG)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations set forth in Section 10, the issuance of the Common Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, Act and (ii) the qualification requirements of the applicable state securities laws.
Appears in 2 contracts
Sources: Warrant Agreement (BIND Therapeutics, Inc), Warrant Agreement (BIND Therapeutics, Inc)
Exempt Transaction. Subject to the accuracy of the Warrantholder▇▇▇▇▇▇’s representations in Section 10, the issuance of the Common Stock upon exercise of this AgreementWarrant, and the issuance of the Common Stock upon conversion of the Common Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Securities Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 2 contracts
Sources: Warrant Agreement (Urgent.ly Inc.), Warrant Agreement (Urgent.ly Inc.)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s 's representations in Section 10, the issuance of the Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, Warrant will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Securities Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 2 contracts
Sources: Warrant Agreement (Cytrx Corp), Warrant Agreement (Cytrx Corp)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 2 contracts
Sources: Warrant Agreement (Gelesis Inc), Warrant Agreement (Gelesis Inc)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, Warrant will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Securities Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 2 contracts
Sources: Warrant Agreement (Mast Therapeutics, Inc.), Warrant Agreement (Cerulean Pharma Inc.)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 1011, the issuance of the Common Series C Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Series C Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 2 contracts
Sources: Warrant Agreement (Everyday Health, Inc.), Warrant Agreement (Everyday Health, Inc.)
Exempt Transaction. Subject to the accuracy of the WarrantholderHolder’s representations in Section 1010 hereof, the issuance of the Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, Warrant will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 2 contracts
Sources: Warrant Agreement (Handheld Entertainment, Inc.), Warrant Agreement (Handheld Entertainment, Inc.)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 1010 and compliance with its obligations in Section 11, the issuance of the Common Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 2 contracts
Sources: Warrant Agreement (Elixir Pharmaceuticals Inc), Warrant Agreement (Elixir Pharmaceuticals Inc)
Exempt Transaction. Subject to and in reliance on the accuracy of the Warrantholder’s 's representations in Section 109, the issuance of the Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 2 contracts
Sources: Warrant Agreement (Omrix Biopharmaceuticals, Inc.), Warrant Agreement (Omrix Biopharmaceuticals, Inc.)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Stock shares of the Class upon exercise of this AgreementAgreement (and, and if applicable, the issuance of the Common Stock upon conversion of the Common Stocksuch shares), will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 2 contracts
Sources: Warrant Agreement (Gelesis Inc), Warrant Agreement (Gelesis Inc)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common StockWarrant, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 2 contracts
Sources: Warrant Agreement (Epicept Corp), Common Stock Warrant (Epicept Corp)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, Warrant will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws, in each case, pursuant to applicable laws and regulations in effect as of the Effective Date.
Appears in 1 contract
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, Preferred Stock will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 1 contract
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 1011 hereof, the issuance of the Common Series A Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Series A Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 1 contract
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, will each constitute Agreement constitutes a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 1 contract
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws..
Appears in 1 contract
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations set forth in Section 10, the issuance of the Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, Act and (ii) the qualification requirements of the applicable state securities laws.
Appears in 1 contract
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 1010 below, the issuance of the Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 1 contract
Sources: Warrant Agreement (NeueHealth, Inc.)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations set forth in Section 10, the issuance of the Common Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 1 contract
Exempt Transaction. Subject to the accuracy of the WarrantholderH▇▇▇▇▇’s representations in Section 1011, the issuance of the Common Stock upon exercise of this AgreementWarrant, and the issuance of the Common Stock upon conversion of the Common Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Securities Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 1 contract
Sources: Warrant Agreement (Urgent.ly Inc.)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s Our representations in Section 107 hereof, the issuance of the shares of Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, Warrant Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 1 contract
Sources: Warrant Agreement (Gevo, Inc.)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s 's representations in Section 10, the issuance of the Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, Agreement will each constitute a a. transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 1 contract
Exempt Transaction. Subject to the accuracy of the Warrantholder’s 's representations in Section 10I 0, the issuance of the Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, Warrant will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Securities Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 1 contract
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the shares of Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Securities Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 1 contract
Exempt Transaction. Subject to the accuracy of the WarrantholderH▇▇▇▇▇’s representations in Section 10, the issuance of the Common Stock upon exercise of this AgreementWarrant, and the issuance of the Common Stock upon conversion of the Common Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Securities Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 1 contract
Sources: Warrant Agreement (Urgent.ly Inc.)
Exempt Transaction. Subject to the truth and accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of such Preferred Stock in accordance with the Common StockCharter, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 1 contract
Exempt Transaction. Subject to the accuracy of the Warrantholder’s 's representations in Section 10, the issuance of the Common Preferred Stock upon exercise of this AgreementWarrant, and the issuance of the Common Stock upon conversion of the Common Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 1 contract
Exempt Transaction. Subject to the accuracy of the Warrantholder’s 's representations in Section 10, the issuance of the Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Securities Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 1 contract