Common use of Risk of No Registration Clause in Contracts

Risk of No Registration. Warrantholder understands that if the Company does not have any class of its securities registered pursuant to Section 12 of the 1934 Act, or file reports pursuant to Section 15(d) of the 1934 Act, or if a registration statement covering this Warrant or the underlying Warrant Shares under the Act is not in effect when it desires to sell (i) the rights to purchase Warrant Shares pursuant to this Warrant or (ii) the Warrant Shares issuable upon exercise of the right to purchase, it may be required to hold such securities for an indefinite period. Warrantholder also understands that any sale of (A) its rights hereunder to purchase Warrant Shares or (B) Warrant Shares issued or issuable hereunder which might be made by it in reliance upon Rule 144 under the Act may be made only in accordance with the terms and conditions of that Rule.

Appears in 40 contracts

Samples: Loan and Security Agreement (Kior Inc), Warrant Agreement (Kior Inc), Warrant Agreement (Kior Inc)

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Risk of No Registration. The Warrantholder understands that if the Company does not have any class of its securities registered register with the Securities and Exchange Commission pursuant to Section 12 of the 1934 Act (the "1934 Act"), or file reports pursuant to Section 15(d) ), of the 1934 Act, or if a registration statement covering this Warrant or the underlying Warrant Shares securities under the 1933 Act is not in effect when it desires to sell (i) the rights to purchase Warrant Shares Preferred Stock pursuant to this Warrant Agreement, or (ii) the Warrant Shares Preferred Stock issuable upon exercise of the right to purchase, it may be required to hold such securities for an indefinite period. The Warrantholder also understands that any sale of (A) its rights hereunder of the Warrantholder to purchase Warrant Shares Preferred Stock or (B) Warrant Shares issued or issuable hereunder Preferred Stock which might be made by it in reliance upon Rule 144 under the 1933 Act may be made only in accordance with the terms and conditions of that Rule.

Appears in 22 contracts

Samples: Warrant Agreement (Affymax Inc), Warrant Agreement (Nuvasive Inc), Warrant Agreement (Nuvasive Inc)

Risk of No Registration. The Warrantholder understands that if the Company does not have any class of its securities registered register with the SEC pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), or file reports pursuant to Section 15(d) of the 1934 Act, or if a registration statement covering this Warrant or the underlying Warrant Shares securities under the Act is not in effect when it desires to sell (i) the rights to purchase Warrant Shares Preferred Stock pursuant to this Warrant Agreement or (ii) the Warrant Shares Preferred Stock issuable upon exercise of the right to purchase, it may be required to hold such securities for an indefinite period. The Warrantholder also understands that any sale of (A) its rights hereunder to purchase Warrant Shares Preferred Stock or (B) Warrant Shares Preferred Stock issued or issuable hereunder which might be made by it in reliance upon Rule 144 under the Act may be made only in accordance with the terms and conditions of that Rule.

Appears in 4 contracts

Samples: Warrant Agreement (Aegerion Pharmaceuticals, Inc.), Warrant Agreement (908 Devices Inc.), Warrant Agreement (Aegerion Pharmaceuticals, Inc.)

Risk of No Registration. The Warrantholder understands that if the Company does not have any class of its securities registered register with the Securities and Exchange Commission pursuant to Section 12 of the Securities Exchange Act of 1934 (the “1934 Act”), or file reports pursuant to Section 15(d) of the 1934 Act, or if a registration statement covering this Warrant or the underlying Warrant Shares securities under the Act is not in effect when it desires to sell (i) the rights to purchase Warrant Shares Common Stock pursuant to this Warrant or (ii) the Warrant Shares Common Stock issuable upon exercise of the right to purchase, it may be required to hold such securities for an indefinite period. The Warrantholder also understands that any sale of (A) its rights hereunder to purchase Warrant Shares Common Stock or (B) Warrant Shares Common Stock issued or issuable hereunder which might be made by it in reliance upon Rule 144 under the Act may be made only in accordance with the terms and conditions of that Rule.

Appears in 4 contracts

Samples: General Security Agreement (Identive Group, Inc.), Identive Group, Inc., Identiv, Inc.

Risk of No Registration. The Warrantholder understands that if the Company does not have any class of its securities registered register with the SEC pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), or file reports pursuant to Section 15(dl5(d) of the 1934 Act, or if a registration statement covering this Warrant or the underlying Warrant Shares securities under the Act is not in effect when it desires to sell (i) the rights to purchase Warrant Shares Preferred Stock pursuant to this Warrant or (ii) the Warrant Shares preferred Stock issuable upon exercise of the right to purchase, it may be required to hold such securities for an indefinite period. The Warrantholder also understands that any sale of (A) its rights hereunder to purchase Warrant Shares Preferred Stock or (B) Warrant Shares Preferred Stock issued or issuable hereunder which might be made by it in reliance upon Rule 144 under the Act may be made only in accordance with the terms and conditions of that Rule.

Appears in 2 contracts

Samples: Warrant Agreement (Paratek Pharmaceuticals, Inc.), Warrant Agreement (Transcept Pharmaceuticals Inc)

Risk of No Registration. The Warrantholder understands that if the Company does not have any class of its securities registered register with the SEC pursuant to Section 12 of the Securities Exchange Act of 1934 (the “1934 Act”), or file reports pursuant to Section 15(d) of the 1934 Act, or if a registration statement covering this Warrant or the underlying Warrant Shares securities under the Act is not in effect when it desires to sell (i) the rights to purchase Warrant Shares Series C Preferred Stock pursuant to this Warrant Agreement or (ii) the Warrant Shares Series C Preferred Stock issuable upon exercise of the right to purchase, it may be required to hold such securities for an indefinite period. The Warrantholder also understands that any sale of (A) its rights hereunder to purchase Warrant Shares Series C Preferred Stock or (B) Warrant Shares Series C Preferred Stock issued or issuable hereunder which might be made by it in reliance upon Rule 144 under the Act may be made only in accordance with the terms and conditions of that Rule.

Appears in 2 contracts

Samples: Warrant Agreement (Everyday Health, Inc.), Warrant Agreement (Everyday Health, Inc.)

Risk of No Registration. The Warrantholder understands that if the Company does not have any class register shares of its securities registered capital stock with the SEC pursuant to Section 12 of the Securities Exchange Act of 1934 (the “1934 Act”), or file reports pursuant to Section 15(d) of the 1934 Act, or if a registration statement covering this Warrant or the underlying Warrant Shares shares of its capital stock under the Act is not in effect when it desires to sell (i) the rights to purchase Warrant Shares Stock pursuant to this Warrant Agreement or (ii) the Warrant Shares Stock issuable upon exercise of the right to purchase, it may be required to hold such securities for an indefinite period. The Warrantholder also understands that any sale of (A) its rights hereunder to purchase Warrant Shares Stock or (B) Warrant Shares Stock issued or issuable hereunder which might be made by it in reliance upon Rule 144 under the Act may be made only in accordance with the terms and conditions of that Rule.

Appears in 2 contracts

Samples: Warrant Agreement (Aveo Pharmaceuticals Inc), Warrant Agreement (Aveo Pharmaceuticals Inc)

Risk of No Registration. The Warrantholder understands that if the Company does not have any class of its securities registered register with the SEC pursuant to Section 12 of the Securities Exchange Act of 1934 (the “1934 Act”), or file reports pursuant to Section 15(d) of the 1934 Act, or if a registration statement covering this Warrant or the underlying Warrant Shares securities under the Act is not in effect when it desires to sell (i) the rights to purchase Warrant Shares pursuant to this Warrant Agreement or (ii) the Warrant Shares issuable upon exercise of the right to purchase, it may be required to hold such securities for an indefinite period. The Warrantholder also understands that any sale of (A) its rights hereunder to purchase Warrant Shares or (B) Warrant Shares issued or issuable hereunder which might be made by it in reliance upon Rule 144 under the Act may be made only in accordance with the terms and conditions of that Rule.

Appears in 1 contract

Samples: Warrant Agreement (Stealth BioTherapeutics Corp)

Risk of No Registration. The Warrantholder understands that if the Company does not have any class of its securities registered register with the SEC pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "1934 ActACT"), or file reports pursuant to Section 15(d) of the 1934 Act, or if a registration statement covering this Warrant or the underlying Warrant Shares securities under the Act is not in effect when it desires to sell (i) the rights to purchase Warrant Shares Preferred Stock pursuant to this Warrant or (ii) the Warrant Shares Preferred Stock issuable upon exercise of the right to purchase, it may be required to hold such securities for an indefinite period. The Warrantholder also understands that any sale of (A) its rights hereunder to purchase Warrant Shares Preferred Stock or (B) Warrant Shares Preferred Stock issued or issuable hereunder which might be made by it in reliance upon Rule 144 under the Act may be made only in accordance with the terms and conditions of that Rule.

Appears in 1 contract

Samples: Warrant Agreement (Quatrx Pharmaceuticals Co)

Risk of No Registration. The Warrantholder understands that if the Company does not have any class of its securities registered register with the SEC pursuant to Section 12 of the Securities Exchange Act of 1934 (the “1934 Act”), or file reports pursuant to Section 15(d) of the 1934 Act, or if a registration statement covering this Warrant or the underlying Warrant Shares securities under the Act is not in effect when it desires to sell (i) the rights to purchase Warrant Preferred Class C Shares pursuant to this Warrant Agreement or (ii) the Warrant Preferred Class C Shares issuable upon exercise of the right to purchase, it may be required to hold such securities for an indefinite period. The Warrantholder also understands that any sale of (A) its rights hereunder to purchase Warrant Preferred Class C Shares or (B) Warrant Preferred Class C Shares issued or issuable hereunder which might be made by it in reliance upon Rule 144 under the Act may be made only in accordance with the terms and conditions of that Rule.

Appears in 1 contract

Samples: Warrant Agreement (Cempra Holdings, LLC)

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Risk of No Registration. The Warrantholder understands that if the Company does not have any class of its securities registered register with the SEC pursuant to Section 12 of the Securities Exchange Act of 1934 (the "1934 Act"), or file reports pursuant to Section 15(d) of the 1934 Act, or if a registration statement covering this Warrant or the underlying Warrant Shares securities under the Act is not in effect when it desires to sell (i) the rights to purchase Warrant Shares Series A Preferred Stock pursuant to this Warrant Agreement or (ii) the Warrant Shares Series A Preferred Stock issuable upon exercise of the right to purchase, it may be required to hold such securities for an indefinite period. The Warrantholder also understands that any sale of (A) its rights hereunder to purchase Warrant Shares Series A Preferred Stock , or (B) Warrant Shares Series A Preferred Stock issued or issuable hereunder which might be made by it in reliance upon Rule 144 under the Act may be made only in accordance with the terms and conditions of that Rule.

Appears in 1 contract

Samples: Warrant Agreement (Plures Technologies, Inc./De)

Risk of No Registration. The Warrantholder understands that if the Company does not have any class of its securities registered register with the SEC pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or file reports pursuant to Section 15(d) of the 1934 Act, or if a registration statement covering this Warrant or the underlying Warrant Shares securities under the Act is not in effect when it desires to sell (i) the rights to purchase Warrant Shares Preferred Stock pursuant to this Warrant or (ii) the Warrant Shares Preferred Stock issuable upon exercise of the right to purchase, it may be required to hold such securities for an indefinite period. The Warrantholder also understands that any sale of (A) its rights hereunder to purchase Warrant Shares Preferred Stock or (B) Warrant Shares Preferred Stock issued or issuable hereunder which might be made by it in reliance upon Rule 144 under the Act may be made only in accordance with the terms and conditions of that Rule.

Appears in 1 contract

Samples: Warrant Agreement (Sirtris Pharmaceuticals, Inc.)

Risk of No Registration. The Warrantholder understands that if the Company does not have any class of its securities registered register with the SEC pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), or file reports pursuant to Section 15(d) of the 1934 Act, or if a registration statement covering this Warrant or the underlying Warrant Shares securities under the Act is not in effect when it desires to sell (i) the rights to purchase Warrant Shares Stock pursuant to this Warrant or (ii) the Warrant Shares Stock issuable upon exercise of the right to purchase, it may be required to hold such securities for an indefinite period. The Warrantholder also understands that any sale of (A) its rights hereunder to purchase Warrant Shares Stock or (B) Warrant Shares Stock issued or issuable hereunder which might be made by it in reliance upon Rule 144 under the Act may be made only in accordance with the terms and conditions of that Rule.

Appears in 1 contract

Samples: Warrant Agreement (Horizon Pharma, Inc.)

Risk of No Registration. The Warrantholder understands that ----------------------- if the Company does not have any class of its securities registered register with the Securities and Exchange Commission pursuant to Section 12 of the 1934 Act (the "1934 Act"), or file reports pursuant to Section 15(d) ), of the 1934 Act, or if a registration statement covering this Warrant or coveting the underlying Warrant Shares securities under the 1933 Act is not in effect when it desires desire to sell (i) the rights to purchase Warrant the Shares pursuant to this Warrant or (ii) the Warrant Shares issuable upon exercise of the right to purchase, it may be required to hold such securities for an indefinite period. The Warrantholder also understands that any sale of (Ai) its the rights hereunder of the Warrantholder to purchase Warrant the Shares or (Bii) Warrant the Shares issued or issuable hereunder upon exercise of the right to purchase which might be made by it in reliance upon Rule 144 under the 1933 Act may be made only in accordance with the terms and conditions of that Rule.

Appears in 1 contract

Samples: Master Lease Agreement (Placeware Inc)

Risk of No Registration. The Warrantholder understands that if the ----------------------- Company does not have any class of its securities registered register with the Securities and Exchange Commission pursuant to Section 12 of the 1934 Act (the "1934 Act"), or file reports pursuant to Section 15(d) ), of the 1934 Act, or if a registration statement covering this Warrant or the underlying Warrant Shares securities under the 1933 Act is not in effect when it desires to sell (i) the rights to purchase Warrant Shares Common Stock pursuant to this Warrant Agreement, or (ii) the Warrant Shares Common Stock issuable upon exercise of the right to purchase, purchase it may be required to hold such securities for an indefinite period. The Warrantholder also understands that any sale of (A) its rights hereunder of the Warrantholder to purchase Warrant Shares Common Stock, or (B) Warrant Shares issued or Common Stock issuable hereunder on the exercise of such rights which might be made by it in reliance upon Rule 144 under the 1933 Act may be made only in accordance with the terms and conditions of that Rule.

Appears in 1 contract

Samples: Warrant Agreement (Worldwide Medical Corp/Ca/)

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