Common use of Private Issue Clause in Contracts

Private Issue. The Holder understands (i) that the Common Stock issuable upon exercise of the Holder’s rights contained herein is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 17.

Appears in 7 contracts

Samples: Loan and Security Agreement (AtriCure, Inc.), Loan and Security Agreement (ARYx Therapeutics, Inc.), Rights Agreement (Zipcar Inc)

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Private Issue. The Holder understands (i) that the Common Stock issuable upon exercise of the Holder’s rights contained herein is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 1716.

Appears in 7 contracts

Samples: Loan and Security Agreement (Codexis Inc), Zipcar Inc, NameMedia, Inc.

Private Issue. The Holder understands (i) that the Common Stock issuable upon exercise of the Holder’s rights contained herein is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 1715.

Appears in 4 contracts

Samples: Stock Restriction Agreement (NameMedia, Inc.), Hemosense Inc, Anacor Pharmaceuticals, Inc.

Private Issue. The Holder understands (i) that the Common Stock issuable upon exercise of the Holder’s rights contained herein is not registered under the 1933 Act or qualified under applicable state securities laws on the ground grounds that the issuance contemplated by this Warrant will be exempt from the registration and qualifications qualification requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 1716.

Appears in 4 contracts

Samples: Loan Agreement (Erin Energy Corp.), Financing Support Agreement (Erin Energy Corp.), Erin Energy Corp.

Private Issue. The Holder understands (i) that the Common Preferred Stock issuable upon exercise of the Holder’s rights contained herein is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 1719.

Appears in 4 contracts

Samples: Registration Rights Agreement (Genocea Biosciences, Inc.), Registration Rights Agreement (Genocea Biosciences, Inc.), Registration Rights Agreement (Genocea Biosciences, Inc.)

Private Issue. The Holder understands (i) that the Warrant and the Common Stock issuable upon exercise of the Holder’s rights contained herein is this Warrant are not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 178.

Appears in 4 contracts

Samples: Andover Medical, Inc., Andover Medical, Inc., Andover Medical, Inc.

Private Issue. The Holder understands (i) that the Common Preferred Stock issuable upon exercise of the Holder’s rights contained herein is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 1716.

Appears in 4 contracts

Samples: Security Agreement (Invuity, Inc.), On Deck Capital Inc, Invuity, Inc.

Private Issue. The Holder understands (i) that the Common Stock issuable upon exercise of the Holder’s rights contained herein this Warrant is not registered under the 1933 Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereofrequirements, and (ii) that the Company’s 's reliance on such exemption is predicated on the representations set forth in this Section 1712.

Appears in 3 contracts

Samples: Curis Inc, Curis Inc, Curis Inc

Private Issue. The Holder understands (i) that neither this Warrant nor the Common Stock issuable upon exercise of the Holder’s rights contained herein is not this Warrant has been registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by of this Warrant and the issuance of the Common Stock upon exercise hereof will be exempt from the registration and qualifications requirements thereofthereof pursuant to Section 4(2) of the 1933 Act and any applicable state securities laws, and (ii) that the Company’s reliance on such exemption is predicated on the representations and covenants set forth in this Section 1710.

Appears in 3 contracts

Samples: Reorganization Agreement (Thomas Weisel Partners Group, Inc.), Reorganization Agreement (Thomas Weisel Partners Group, Inc.), Entrust Inc

Private Issue. The Holder understands (i) that the Common Stock issuable upon exercise of the Holder’s 's rights contained herein is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the representations set forth in this Section 1716.

Appears in 3 contracts

Samples: Blue Fire Equipment Corp, Rigel Pharmaceuticals Inc, Rigel Pharmaceuticals Inc

Private Issue. The Holder understands (i) that the Common Preferred Stock issuable upon exercise of the Holder’s rights contained herein is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the representations set forth in this Section 17.

Appears in 2 contracts

Samples: Loan and Security Agreement (GlassHouse Technologies Inc), Loan and Security Agreement (GlassHouse Technologies Inc)

Private Issue. The Holder understands (i) that the Common Stock Preferred Stock, issuable upon exercise of the Holder’s 's rights contained herein is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the representations set forth in this Section 174.

Appears in 2 contracts

Samples: Loan and Security Agreement (Women Com Networks Inc), Women Com Networks Inc

Private Issue. The Holder understands (i) that the shares of Common Stock issuable upon exercise of the Holder’s rights contained herein is this Warrant are not registered under the 1933 Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 1714.

Appears in 2 contracts

Samples: Avici Systems Inc, Omtool LTD

Private Issue. The Holder understands (i) that the Common Stock issuable upon exercise of the Holder’s rights contained herein this Warrant is not registered under the 1933 Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the representations set forth in this Section 1714.

Appears in 2 contracts

Samples: Fastnet Corp, Fastnet Corp

Private Issue. The Holder understands (i) that the Common Preferred Stock issuable upon exercise of the Holder’s 's rights contained herein and the Conversion Shares is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the representations set forth in this Section 17SECTION 18.

Appears in 2 contracts

Samples: Chemconnect Inc, Chemconnect Inc

Private Issue. The Holder understands (i) that the Common Stock issuable upon exercise of the Holder’s 's rights contained herein is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the representations set forth in this Section 17.

Appears in 2 contracts

Samples: Enernoc Inc, Enernoc Inc

Private Issue. The Holder understands (i) that the Common Stock issuable upon exercise of the Holder’s rights contained herein is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications qualification requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the representations set forth in this Section 1711.

Appears in 2 contracts

Samples: Be Inc, Be Inc

Private Issue. The Holder understands (i) that the Common Stock issuable upon exercise of the Holder’s 's rights contained herein is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the representations set forth in this Section 1714; and (iii) that the shares issuable upon exercise of this Warrant shall bear a legend substantially similar to the legend on the first page of this Warrant.

Appears in 2 contracts

Samples: Common Stock Purchase (Biomerica Inc), Common Stock Purchase (Lancer Orthodontics Inc /Ca/)

Private Issue. The Holder understands (i) that the Warrant and the Common Stock issuable upon exercise of the Holder’s rights contained herein is this Warrant are not registered under the 1933 Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 1710.

Appears in 2 contracts

Samples: Handheld Entertainment, Inc., Handheld Entertainment, Inc.

Private Issue. The Holder understands (i) that the Common Preferred Stock issuable upon exercise of the Holder’s 's rights contained herein is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, ; and (ii) that the Company’s 's reliance on such exemption is predicated on the representations set forth in this Section 17.

Appears in 1 contract

Samples: NeuroMetrix, Inc.

Private Issue. The Holder understands (i) that the Common Preferred Stock issuable upon exercise of the Holder’s 's rights contained herein (and the Common Stock issuable upon conversion of the Preferred Stock) is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the representations set forth in this Section 17SECTION 16.

Appears in 1 contract

Samples: Webvan Group Inc

Private Issue. The Holder understands (i) that this Warrant and the Common Stock issuable upon exercise of the Holder’s rights contained herein is are not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 17.

Appears in 1 contract

Samples: Angie's List, Inc.

Private Issue. The Holder understands (i) that the Common Preferred Stock issuable upon exercise of the Holder’s 's rights contained herein is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications qualification requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the representations set forth in this Section 1716.

Appears in 1 contract

Samples: Pointcast Inc

Private Issue. The Holder understands (i) that the Common Stock issuable upon exercise of the Holder’s rights contained herein is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, thereof and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 1715.

Appears in 1 contract

Samples: Rigel Pharmaceuticals Inc

Private Issue. The Holder understands (i) that the Common Stock issuable upon exercise of the Holder’s rights contained herein is not registered under the fee 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 17.

Appears in 1 contract

Samples: AtriCure, Inc.

Private Issue. The Holder understands (i) that neither this Warrant nor the Common Stock issuable upon exercise of the Holder’s rights contained herein is not this Warrant has been registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by of this Warrant and the issuance of the Common Stock upon exercise hereof will be exempt from the registration and qualifications requirements thereofthereof pursuant to Section 4(2) of the 1933 Act and any applicable state securities laws, and (ii) that the Company’s 's reliance on such exemption is predicated on the representations and covenants set forth in this Section 1710.

Appears in 1 contract

Samples: Entrust Inc

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Private Issue. The Holder understands (i) that this Warrant and the Common Preferred Stock issuable upon exercise of the Holder’s 's rights contained herein is are not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the representations set forth in this Section SECTION 17.

Appears in 1 contract

Samples: Loan and Security Agreement (Soundbite Communications Inc)

Private Issue. The Holder understands (i) that the Common Preferred Stock issuable upon exercise of the Holder’s rights contained herein is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the 5. registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 17.

Appears in 1 contract

Samples: Kior Inc

Private Issue. The Holder understands (i) that the Common Stock issuable upon exercise of the Holder’s 's rights contained herein is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the representations set forth in this Section 1712.

Appears in 1 contract

Samples: Subscription Agreement (Genesis Biopharma, Inc)

Private Issue. The Holder understands (i) that the Warrant and the Common Stock issuable upon exercise of the Holder’s rights contained herein is this Warrant are not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the representations set forth in this Section 178.

Appears in 1 contract

Samples: Security and Loan Agreement (Hunapu Inc)

Private Issue. The Holder understands (i) that the Common Stock issuable upon exercise of the Holder’s 's rights contained herein is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the representations set forth in this Section 1718.

Appears in 1 contract

Samples: Plumtree Software Inc

Private Issue. The Holder understands (i) that the Warrant and the Common Stock issuable upon exercise of the Holder’s rights contained herein this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereofthereof pursuant to Section 4(2) of the 1933 Act and any applicable state securities laws, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 17.10. Common Stock Warrant 9

Appears in 1 contract

Samples: License Agreement (Histogenics Corp)

Private Issue. The Holder understands (i) that the Common Stock issuable upon exercise of the Holder’s 's rights contained herein is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the representations set forth in this Section SECTION 17.

Appears in 1 contract

Samples: Redenvelope Inc

Private Issue. The Holder understands (i) that the Common Stock Preferred Stock, issuable upon exercise of the Holder’s 's rights contained herein is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, ; and (ii) that the Company’s 's reliance on such exemption is predicated on the representations set forth in this Section 174.

Appears in 1 contract

Samples: Endwave Corp

Private Issue. The Holder understands (i) that none of this Warrant, the Common Preferred Stock issuable upon exercise of the Holder’s 's rights contained herein herein, and the Common Stock issuable upon conversion thereof, is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the representations set forth in this Section 17SECTION 18.

Appears in 1 contract

Samples: Loan and Security Agreement (Vnus Medical Technologies Inc)

Private Issue. The Holder understands (i) that the Common Preferred Stock issuable upon exercise of the Holder’s 's rights contained herein is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the representations set forth in this Section 1718.

Appears in 1 contract

Samples: Plumtree Software Inc

Private Issue. The Holder understands (i) that the Common Preferred Stock issuable upon exercise of the Holder’s 's rights contained herein is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated in part on the representations set forth in this Section 1715.

Appears in 1 contract

Samples: Repeater Technologies Inc

Private Issue. The Holder understands (i) that the Warrant and the Common Stock issuable upon exercise of the Holder’s rights contained herein this Warrant is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereofthereof pursuant to Section 4(2) of the 1933 Act and any applicable state securities laws, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 17.10. Common Stock Warrant 8

Appears in 1 contract

Samples: License Agreement (Histogenics Corp)

Private Issue. The Holder understands (i) that the Common Preferred Stock issuable upon exercise of the Holder’s Warrantholder's rights contained herein is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the representations set forth in this Section 174.

Appears in 1 contract

Samples: Loan and Security Agreement (Vixel Corp)

Private Issue. The Holder understands (i) that the Common Preferred Stock issuable upon exercise of the Holder’s rights contained herein is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 1718.

Appears in 1 contract

Samples: Loan Agreement (Aruba Networks, Inc.)

Private Issue. The Holder understands (i) that neither the Shares issuable hereunder nor, if the Class is a series of convertible preferred stock, the shares of Common Stock issuable upon exercise conversion of the Holder’s rights contained herein is not Shares, have been registered under the 1933 Act or qualified under applicable state securities laws laws, on the ground that the issuance contemplated by this Warrant will be exempt from the such registration and qualifications requirements thereofrequirements, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 1719.

Appears in 1 contract

Samples: Cybex International Inc

Private Issue. The Holder understands (i) that the Common Stock issuable upon exercise of the Holder’s rights contained herein is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be be. exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 17.

Appears in 1 contract

Samples: Zipcar Inc

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