Common use of No Registration Clause in Contracts

No Registration. Investor understands that the Offered Shares are not being registered under the Securities Act, on the ground that the issuance thereof is exempt under Regulation A promulgated under the Securities Act, and that reliance on such exemption is predicated, in part, on the truth and accuracy of Investor’s representations and warranties, and those of the other purchasers of the Offered Shares in the Offering. Investor further understands that the Offered Shares are not being registered under the securities laws of any state, on the basis that the issuance thereof is exempt as an offer and sale not involving a registrable public offering in such state. Investor covenants not to sell, transfer or otherwise dispose of any Offered Shares, unless such Offered Shares have been registered under the Securities Act and under applicable state securities laws, or exemptions from such registration requirements are available.

Appears in 24 contracts

Samples: Subscription Agreement (Water Technologies International,Inc.), Subscription Agreement (Zicix Corp), Subscription Agreement (Performance Drink Group, Inc.)

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No Registration. Investor understands that the Offered Shares are not being registered under the Securities Act, on the ground that the issuance thereof is exempt under Regulation A promulgated under the Securities Act, and that reliance on such exemption is predicated, in part, on the truth and accuracy of Investor’s representations and warranties, and those of the other purchasers of the Offered Shares in the Offering. Investor further understands that the Offered Shares are not being registered under the securities laws of any state, on the basis that the issuance thereof is exempt as an offer and sale not involving a registrable public offering in such state, since the Offered Shares are “covered securities” under the National Securities Market Improvement Act of 1996. Investor covenants not to sell, transfer or otherwise dispose of any Offered Shares, unless such Offered Shares have been registered under the Securities Act and under applicable state securities laws, or exemptions from such registration requirements are available.

Appears in 13 contracts

Samples: Subscription Agreement (RemSleep Holdings Inc.), Subscription Agreement (Major League Football Inc), Subscription Agreement (GeoSolar Technologies, Inc.)

No Registration. Investor understands that the Offered Shares are not being registered under the Securities Act, Act on the ground that the issuance thereof is exempt under Regulation A promulgated under the Securities Act, and that reliance on such exemption is predicated, in part, on the truth and accuracy of Investor’s representations and warranties, and those of the other purchasers of the Offered Shares in the Offering. Investor further understands that the Offered Shares are not being registered under the securities laws of any state, on the basis that the issuance thereof is exempt as an offer and sale not involving a registrable public offering in such state. Investor covenants not to sell, transfer or otherwise dispose of any Offered Shares, unless such Offered Shares have been registered under the Securities Act and under applicable state securities laws, laws or exemptions from such registration requirements are available.

Appears in 12 contracts

Samples: Subscription Agreement (SmartMetric, Inc.), Subscription Agreement (Blue Heaven Coffee, Inc.), Subscription Agreement (JOIN Entertainment Holdings, Inc.)

No Registration. Investor understands that the Offered Shares are not being registered under the Securities Act, Act on the ground that the issuance thereof is exempt under Regulation A promulgated under of Section 3(b) of the Securities Act, and that reliance on such exemption is predicated, predicated in part, part on the truth and accuracy of Investor’s representations and warranties, and those of the other purchasers of the Offered Shares shares of Series B Preferred in the Offering. Investor further understands that the Offered Shares are not being registered under the securities laws of any state, states on the basis that the issuance thereof is exempt as an offer and sale not involving a registrable registerable public offering in such state, since the Shares are “covered securities” under the National Securities Market Improvement Act of 1996. Investor covenants not to sell, transfer or otherwise dispose of any Offered Shares, Shares unless such Offered Shares have been registered under the Securities Act and under applicable state securities laws, or exemptions from such registration requirements are available.

Appears in 2 contracts

Samples: Preferred Stock Subscription Agreement (Basil Street Cafe, Inc.), Preferred Stock Subscription Agreement (Basil Street Cafe, Inc.)

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No Registration. Investor understands that the Offered Shares are not being registered under the Securities Act, on the ground that the issuance thereof is exempt under Regulation A promulgated under of Section 3(b) of the Securities Act, and that reliance on such exemption is predicated, predicated in part, part on the truth and accuracy of Investor’s 's representations and warranties, and those of the other purchasers of the Offered Shares shares of Series B Preferred in the Offering. Investor further understands that the Offered Shares are not being registered under the securities laws of any state, states on the basis that the issuance thereof is exempt as an offer and sale not involving a registrable registerable public offering in such state, since the Shares are "covered securities" under the National Securities Market Improvement Act of 1996. Investor covenants not to sell, transfer or otherwise dispose of any Offered Shares, Shares unless such Offered Shares have been registered under the Securities Act and under applicable state securities laws, or exemptions from such registration requirements are available.

Appears in 1 contract

Samples: Series B Preferred Stock Subscription Agreement (Gin & Luck Inc.)

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