Restrictions Under Securities Laws. The Registered Holder understands that neither the offer and sale of this Warrant nor the offer and sale of shares of Warrant Stock that may be purchased upon exercise thereof have been registered under the Act, or any state securities laws. As a condition to the issuance of this Warrant and to its exercise the Registered Holder hereby represents and warrants to the Company that:
Restrictions Under Securities Laws. Such Initial Registered ---------------------------------- Holder is an "accredited investor" within the meaning of Regulation D promulgated under the Securities Act. The Warrants and, if exercised, the Shares are being acquired by such Initial Registered Holder for its own account for investment and not with a view to the public distribution or resale thereof. Such Initial Registered Holder understands that the Warrants and Shares have not been registered under the Securities Act or any state securities or blue sky laws, by reason of their issuance in a transaction exempt from the registration requirements thereunder and may not be resold unless the subsequent disposition thereof is registered thereunder or is exempt from registration thereunder.
Restrictions Under Securities Laws. These Options shall be subject to the requirement that if at any time NIC determines that the listing, registration or qualification of the shares covered thereby upon any securities exchange or under state or federal law or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the granting of these Options or the issue or purchase of shares thereunder, these Options may not be exercised in whole or in part unless and until such listing, registration, qualification, consent or approval shall have been effective or obtained free of any conditions not acceptable to NIC.
Restrictions Under Securities Laws. It is aware (and its respective employees, advisors, representatives and affiliates who are or who it currently anticipates will be apprised of matters relating to this Agreement, or the transactions contemplated hereby or thereby have been advised), that the United States securities laws prohibit any person or entity who has material non-public information about a company from purchasing or selling securities of such company. It agrees that it shall not directly or indirectly, alone or with others, in any manner acquire or attempt to acquire or dispose of or attempt to dispose of any securities of the Company in violation of applicable securities laws, and that it shall make best efforts to instruct its respective employees, advisors, representatives and affiliates who are apprised of matters relating to this Agreement, or the transactions contemplated hereby or thereby to comply with such prohibitions.
Restrictions Under Securities Laws. Each of the Company, GTC and the Stockholder, on the one hand, and the Buyer and CRLI on the other, acknowledge that they are aware (and their respective stockholders, partners, members, directors, members of governing bodies, employees, advisors, representatives and affiliates who are or will be apprized of matters relating to this Agreement, the agreements executed in connection herewith, or the transactions contemplated hereby and thereby have been advised), that the United States securities laws prohibit any person who has material non-public information about a company from purchasing or selling securities of such company. The Company, GTC and the Stockholder, on the one hand, and the Buyer and CRLI on the other, agree that they shall not, directly or indirectly, alone or with others, in any manner acquire or attempt to acquire or dispose of or attempt to dispose of any securities of CRLI or GTC, respectively, or any other person in violation of applicable securities laws, and that they each shall instruct their respective representatives who are apprized of matters relating to this Agreement or the agreements executed in connection herewith, or the transactions contemplated hereby and thereby to comply with such prohibitions.
Restrictions Under Securities Laws. Notwithstanding anything to the contrary stated in this Agreement, no Shares may be Transferred unless the Company shall have reasonably determined that the intended Transfer does not violate the Securities Act and any applicable state securities laws or the Shares have been validly registered under the Securities Act and all applicable state securities laws.
Restrictions Under Securities Laws. The shares of Common Stock issuable upon exercise of the Option have not been registered under the Securities Act of 1933 and applicable state statutes, and can only be sold in reliance on exemptions from the registration provisions of the Securities Act of 1933 and applicable state statutes. Optionee agrees and acknowledges that any purported exercise of the Option is conditioned on, and subject to, any compliance with requirements of applicable Federal and state securities laws deemed necessary by the Company, and the inability or failure of the Company to satisfy any such requirements and, therefore, reject exercise of the Option, shall not subject the Company to any liability to Optionee. The shares of Common Stock issued on exercise of the Option shall be (unless registered under applicable Federal and state securities laws) unregistered or “restricted” securities and may be sold by Optionee only if registered under the Securities Act of 1933 and, in some cases, under the applicable state securities laws or under an exemption from such registration requirements.
Restrictions Under Securities Laws. 52 12.11 Remedies................................................................................................53 12.12 Severability............................................................................................53 STOCK PURCHASE AGREEMENT AGREEMENT (this "Agreement") entered into as of February 6, 2001 by and among Xxxxxxx River Laboratories, Inc., a Delaware corporation ("Buyer"), Primedica Corporation, a Delaware corporation (the "Company"), TSI Corporation, a Delaware corporation and the holder of all of the Company's capital stock (the "Stockholder"), and Genzyme Transgenics Corporation, a Massachusetts corporation and the holder of all of the Stockholder's capital stock ("GTC").
Restrictions Under Securities Laws. The Shares have been issued in a non-public offering pursuant to the private offering exemptions under Section 4(2) of the Securities Act and various exemptions from registration requirements under applicable state securities laws. Accordingly, the Shares have not been qualified or registered with any federal or state securities regulatory authority. Notwithstanding anything to the contrary stated in this Agreement and except as provided in Section 3.6, no Shares may be Transferred unless and until (i) counsel for the Company shall have determined, or the transferring Stockholder shall have delivered to the Company an opinion of such Stockholder's counsel reasonably satisfactory to the Company, that the intended Transfer does not violate the Securities Act or the rules and regulations of the Commission thereunder, and any applicable state securities laws; or (ii) in the opinion of counsel the intended Transfer is the subject of a "no-action" letter from the staff of the Commission and any applicable state securities regulatory agency to the effect that the intended Transfer without registration or qualification will not result in a recommendation by the staff of the Commission or applicable state securities regulatory agency that civil or criminal action be taken with respect thereto; or (iii) the Shares have been validly registered under the Securities Act and all applicable state securities laws. All costs and expenses of counsel to the Company in reviewing the foregoing matters with respect to an intended Transfer of any Shares shall be borne by the Stockholder owning such Shares.
Restrictions Under Securities Laws. The shares of Common Stock issuable upon exercise of the Option have not been registered under the Securities Act of 1933 and applicable state statutes, and can only be sold in reliance on exemptions from the registration provisions of the Securities Act of 1933 and applicable state statutes. The Optionee agrees and acknowledges that any purported exercise of the Option is conditioned on, and subject to, any compliance with requirements of applicable Federal and state securities laws deemed necessary by the Company, and the inability or failure of the Company to satisfy any such requirements and, therefore, reject exercise of the Option, shall not subject the Company to any liability to the Optionee. The shares of Common Stock issued on exercise of the Option shall be (unless registered under applicable Federal and state securities laws) unregistered or “restricted” securities and may be sold by the Optionee only if registered under the Securities Act of 1933 and, in some cases, under the applicable state securities laws or under an exemption from such registration requirements. Appendix I FORM OF PURCHASE (to be signed only upon exercise of Option) TO: Tenax Therapeutics, Inc. The Optionee, holder of the attached Option, hereby irrevocable elects to exercise the purchase rights represented by the Option for, and to purchase thereunder, ____________________________________ shares of Common Stock of Tenax Therapeutics, Inc., and herewith makes payment therefor, and requests that the certificate(s) for such shares be delivered to the Optionee at: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ The Optionee agrees and acknowledges that this purported exercise of the Option is conditioned on, and subject to, any compliance with requirements of applicable federal and state securities laws deemed necessary by the Company, and to Optionee’s satisfaction of all Federal, state or local income and employment tax withholding requirements applicable to this exercise. DATED this ________ day of ________________________________, __________. ____________________________________ Signature TENAX THERAPEUTICS, INC. NOTICE OF GRANT OF STOCK OPTION Notice is hereby given of the following stock option grant (the “Option”) to purchase shares of the Common Stock of Tenax Therapeutics, Inc. (th...
