Common use of Private Issue Clause in Contracts

Private Issue. The Warrantholder understands (i) neither this Warrant nor the Common Stock issuable upon exercise of this Warrant is registered under the 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 10.

Appears in 2 contracts

Sources: Warrant Agreement (Epicept Corp), Common Stock Warrant (Epicept Corp)

Private Issue. The Warrantholder understands (i) neither this that the Warrant nor Shares are not, as of the Common Stock issuable upon exercise of this Warrant is Effective Date, registered under the 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 thereoflaws, and (ii) that the Company’s reliance on exemption from such exemption registration is predicated on the representations set forth in this Section 10.

Appears in 2 contracts

Sources: Warrant Agreement (U.S. Gold Corp.), Warrant Agreement (VBI Vaccines Inc/Bc)

Private Issue. The Warrantholder understands (i) neither this that the Warrant nor the Common Stock Shares issuable upon exercise of this Warrant 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 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 10.

Appears in 2 contracts

Sources: Warrant Agreement (Cayenne Software Inc), Warrant Agreement (Onesource Information Services Inc)

Private Issue. The Warrantholder understands (i) neither this that the Warrant nor and the Common Stock Warrant Shares issuable upon exercise of this Warrant is are not registered under the Act Securities Act, or qualified under applicable state securities laws on the ground that the issuance contemplated by of 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 10.

Appears in 2 contracts

Sources: Common Stock Purchase Warrant (Triton Network Systems Inc), Warrant Agreement (Triton Network Systems Inc)

Private Issue. The Warrantholder understands (i) neither this Warrant nor that the Common Stock issuable upon exercise of this Warrant is Company Shares are not registered under the Securities Act or qualified under any 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 10.

Appears in 1 contract

Sources: Warrant Agreement (Edison Schools Inc)

Private Issue. The Warrantholder understands (i) neither this that the Warrant nor the Common Stock ------------- Shares issuable upon exercise of this Warrant 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 105.

Appears in 1 contract

Sources: Warrant Agreement (Support Com Inc)

Private Issue. The Warrantholder understands (i) neither this Warrant nor that the Common Stock ------------- Shares issuable upon exercise of 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 thereof, and (ii) that the Company’s 's reliance on such exemption is predicated on the representations set forth in this Section 109.

Appears in 1 contract

Sources: Master Lease Agreement (Placeware Inc)

Private Issue. The Warrantholder understands (i) neither this that the Warrant nor the Common Stock ------------- Shares issuable upon exercise of this Warrant is are not registered under the Securities Act (or a successor rule thereto) 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 104.

Appears in 1 contract

Sources: Common Stock Purchase Warrant (Beatnik Inc)

Private Issue. The Warrantholder understands that (i) neither this Warrant nor the Class A Common Stock Shares issuable upon exercise of this Warrant is are not registered under the 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 thereoflaws, and (ii) that the Company’s reliance on exemption from such exemption registration is predicated on the representations set forth in this Section 108.

Appears in 1 contract

Sources: Warrant Agreement (Five Point Holdings, LLC)

Private Issue. The Warrantholder understands that (i) neither this Warrant nor the Common Stock Shares issuable upon exercise of this Warrant is the Warrantholder's rights contained herein are not registered under the Securities Act of 1933 (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 109.

Appears in 1 contract

Sources: Warrant Agreement (Universal Automotive Industries Inc /De/)

Private Issue. The Warrantholder understands (i) neither this Warrant nor that the Common Stock Ordinary Shares issuable upon exercise of this Warrant is are not registered under the Act or qualified under applicable U.S. state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the such registration and qualifications requirements thereofqualification, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 10.

Appears in 1 contract

Sources: Warrant Agreement (COMPASS Pathways PLC)

Private Issue. The Warrantholder understands (i) neither this that the Warrant nor the Common Stock Shares issuable upon exercise of this Warrant is Agreement are not registered under the 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 reliance on such exemption is predicated on the representations set forth in this Section 10.

Appears in 1 contract

Sources: Warrant Agreement (Stealth BioTherapeutics Corp)

Private Issue. The Warrantholder understands (i) neither this that the Warrant nor and the Common Stock Warrant Shares issuable upon exercise of this Warrant is are not registered under the Act Securities Act, (ii) or qualified under applicable state securities laws on laws. Warrantholder understands that it must bear the ground that economic risk of this investment until such time as the issuance contemplated by this Warrant will be exempt from Shares are registered for resale pursuant to the Securities Act or an exemption for such 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 10available.

Appears in 1 contract

Sources: Warrant Agreement (Softnet Systems Inc)

Private Issue. The Warrantholder understands (i) neither that this Warrant nor the Common Stock issuable upon exercise of this Warrant is not registered under the Act or qualified under applicable state securities laws based on the ground certain exemptions from such registration that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereofCompany is relying on, and (ii) that the Company’s reliance on such exemption exemptions from such registration and qualifications is predicated on the representations set forth in this Section 10.

Appears in 1 contract

Sources: Warrant Agreement (Levinson Sam)

Private Issue. The Warrantholder understands (ia) neither this that the Warrant nor the Common Stock ------------- Shares issuable upon exercise of this Warrant 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 (iib) that the Company’s 's reliance on such exemption is predicated on the representations set forth in this Section 104.

Appears in 1 contract

Sources: Warrant Agreement (Beatnik Inc)