No Registration under Securities Act. The Notes have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
No Registration under Securities Act. Neither this Warrant ------------------------------------ Certificate nor the Warrant Shares have been registered under the Securities Act of 1933, as amended (the "Act") or under the securities laws of any state. In issuing this Warrant Certificate, the Company has relied upon the exemption from registration provided by Section 4(2) of the Act for transactions by an issuer not involving any public offering. The holder of this Warrant Certificate acknowledges by acceptance of this Warrant Certificate that the sale of Warrants, or of any of the Warrant Shares, under certain circumstances may be deemed to constitute a distribution within the meaning of, and require registration under, the Act.
No Registration under Securities Act. Neither the Warrants nor ------------------------------------ the Warrant Shares have been registered under the Securities Act. The Holder of this Warrant Certificate, by acceptance hereof, represents that it is acquiring the Warrants to be issued to it for its own account and not with a view to the distribution thereof, and agrees not to sell, transfer, pledge or hypothecate any Warrants or any Warrant Shares unless a registration statement is effective for such Warrants or Warrant Shares under the Securities Act, unless the sale is permitted by Rule 144 pursuant to the Securities Act or in the opinion of such holder's counsel (a copy of which opinion shall be delivered to the Company) such transaction is exempt from the registration requirements of the Securities Act; provided that Warrants and Warrant Shares issued to such Holder may be -------- transferred to any Designated Affiliate of such Holder, without any such registration (to the extent permitted by law) or opinion, subject to the foregoing restriction on any further sale, transfer, pledge or hypothecation by such Designated Affiliate.
No Registration under Securities Act. Buyer understands and acknowledges that the sale of the Seller Units has not and is not being registered under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any U.S. state or other jurisdiction, nor is such registration contemplated, and the Seller Units cannot be resold without registration thereunder or exemption therefrom. Buyer recognizes that no public market now exists for any of the Seller Units issued by the Company, and that no such market is expected to develop in the future. Buyer acknowledges that the Seller Units may be required to be held indefinitely unless subsequently registered under the Securities Act or an exemption from registration is available.
No Registration under Securities Act. Neither this Warrant nor any shares issuable upon the exercise of this Warrant have been registered under the Securities Act or under the securities laws of any state. In issuing this Warrant the Company has relied upon the exemption from registration provided by Section 4(2) of the Securities Act for transactions by an issuer not involving any public offering. Holdxx xxx represented to the Company that it has not acquired this Warrant with a view to distribution and that any shares issuable upon exercise of this Warrant will not be acquired by it with a view to distribution. Holder acknowledges by acceptance of the Warrant that the sale of the Warrant or of any shares issuable upon exercise of this Warrant, under certain circumstances may be deemed to constitute a distribution within the meaning of, and require registration under the Securities Act.
No Registration under Securities Act. Neither the Warrants nor the Warrant Shares have been registered under the Securities Act, but they have been issued pursuant to a valid exemption from the Securities Act pursuant to Section 1145 of the Bankruptcy Code.
No Registration under Securities Act. The Purchaser understands and acknowledges that the Interest has not been registered under the Securities Act or any state securities laws. The Purchaser understands that the Interest cannot be sold unless it is subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available.
No Registration under Securities Act. Neither the Warrant nor the Warrant Shares have been registered under the Securities Act of 1933, as amended (such Act, or any similar Federal statute then in effect, being the “Securities Act”). The Warrant Shares will be marked with a legend similar to the one appearing on the Warrant Certificate. The holder of this Warrant Certificate, by acceptance hereof, represents that it is acquiring the Warrant to be issued to it for its own account and not with a view to the distribution thereof, and agrees not to sell, transfer, pledge or hypothecate any Warrant or any Warrant Shares unless a registration statement is effective for such Warrant or Warrant Shares under the Securities Act or in the opinion of such holder’s counsel (a copy of which opinion shall be delivered to the Company) such transaction is exempt from the registration requirements of the Securities Act.
No Registration under Securities Act. The Investor understands that the Preferred Shares to be purchased by it at the Closing pursuant to the terms of this Agreement, and the Common Stock into which the Preferred Shares are convertible, will not be registered under the Securities Act of 1933 (the "Securities Act"), in reliance upon exemptions contained in the Securities Act or interpretations thereof, and cannot be offered for sale, sold or otherwise transferred unless the Preferred Shares being acquired hereunder or the Common Stock into which the Preferred Shares are convertible subsequently are so registered or qualify for exemption from registration under the Securities Act.
No Registration under Securities Act. Each Issuer undertakes to not issue, offer or sell any Notes pursuant to the Programme under circumstances which would require the registration of any of the Notes under the Securities Act.
