Common use of Securities Law Exemptions Clause in Contracts

Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the Exchange Shares in accordance herewith is exempt from registration under the 1933 Act pursuant to the exemption provided by Rule 3(a)(9) thereof. The Company acknowledges and agrees that no cash consideration shall be paid, or be required to be paid, directly, or indirectly, by the Holder to the Company in connection with the Exchange.

Appears in 3 contracts

Samples: Exchange Agreement (Assure Holdings Corp.), Exchange Agreement (Assure Holdings Corp.), Exchange Agreement (Akerna Corp.)

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Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the Exchange Shares in accordance herewith Note is exempt from registration under the 1933 Act pursuant to the exemption provided by Section 4(a)(2) and Rule 3(a)(9144(d)(iii)(2) thereof. The Company acknowledges and agrees that no cash consideration shall be paid, or be required to be paid, directly, or indirectly, by the Holder to the Company in connection with the Exchange.

Appears in 3 contracts

Samples: Exchange Agreement (Precipio, Inc.), Exchange Agreement, Exchange Agreement

Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the Exchange Shares in accordance herewith Note is exempt from registration under the 1933 Securities Act pursuant to the exemption provided by Rule Section 3(a)(9) thereof. The Company acknowledges and agrees that no cash consideration shall be paid, or be required to be paid, directly, or indirectly, by the Holder to the Company in connection with the Exchange.

Appears in 2 contracts

Samples: And Exchange Agreement, October 2018 Amendment and Exchange Agreement (Helios & Matheson Analytics Inc.)

Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the Exchange Shares in accordance herewith is exempt from registration under the 1933 Act pursuant to the exemption provided by Rule Section 3(a)(9) thereof. The Company acknowledges and agrees that no cash consideration shall be paid, or be required to be paid, directly, or indirectly, by the Holder to the Company in connection with the Exchange.

Appears in 2 contracts

Samples: Consent and Waiver (Fuelcell Energy Inc), Exchange Agreement (Fuelcell Energy Inc)

Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the Exchange Shares in accordance herewith Securities is exempt from registration under the 1933 Act pursuant to the exemption provided by Section 4(a)(2) and Rule 3(a)(9144(d)(iii)(2) thereof. The Company acknowledges and agrees that no cash consideration shall be paid, or be required to be paid, directly, or indirectly, by the Holder to the Company in connection with the Exchange.

Appears in 2 contracts

Samples: Exchange Agreement (ShiftPixy, Inc.), Exchange Agreement (Delcath Systems, Inc.)

Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the Exchange Shares in accordance herewith Securities is exempt from registration under the 1933 Securities Act pursuant to the exemption provided by Section 4(a)(2) and Rule 3(a)(9144(d)(3)(ii) thereof. The Company acknowledges and agrees that no cash consideration shall be paid, or be required to be paid, directly, or indirectly, by the Holder to the Company in connection with the Exchange.

Appears in 1 contract

Samples: Third Amendment and Exchange Agreement (Helios & Matheson Analytics Inc.)

Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder Investor contained herein, the offer and issuance by the Company of the Exchange issuance of the Shares in accordance herewith is exempt from registration under the 1933 Act pursuant to the exemption provided by Rule Section 3(a)(9) thereof. The Company acknowledges of the 1933 Act and agrees that no cash consideration shall be paid, or be required to be paid, directly, or indirectly, the exemption provided by Rule 506 of Regulation D promulgated under the Holder to the Company in connection with the Exchange0000 Xxx.

Appears in 1 contract

Samples: Exchange Agreement (DelMar Pharmaceuticals, Inc.)

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Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the Exchange Shares in accordance herewith is exempt from registration under the 1933 Act pursuant to the exemption provided by Rule 3(a)(9) thereof. The Company acknowledges and agrees that no cash consideration shall be paid, or be required to be paid, directly, or indirectly, by the Holder to the Company in connection with the Exchange.

Appears in 1 contract

Samples: Exchange Agreement (Delcath Systems, Inc.)

Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the Exchange Shares in accordance herewith Exchanged Note is exempt from registration under the 1933 Securities Act pursuant to the exemption provided by Rule Section 3(a)(9) thereof. The Company acknowledges and agrees that no cash consideration shall be paid, or be required to be paid, directly, or indirectly, by the Holder to the Company in connection with the Exchange.

Appears in 1 contract

Samples: Amendment and Exchange Agreement (American Superconductor Corp /De/)

Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the Exchange Shares in accordance herewith is exempt from registration under the 1933 Securities Act pursuant to the exemption provided by Section 4(a)(2) and Rule 3(a)(9144(d)(3)(ii) thereof. The Company acknowledges and agrees that no cash consideration shall be paid, or be required to be paid, directly, or indirectly, by the Holder to the Company in connection with the Exchange.

Appears in 1 contract

Samples: Exchange Agreement (Sphere 3D Corp)

Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the Exchange Shares in accordance herewith Securities is exempt from registration under the 1933 Act pursuant to the exemption provided by Rule Section 3(a)(9) thereof. The Company acknowledges and agrees that no cash consideration shall be paid, or be required to be paid, directly, or indirectly, by the Holder to the Company in connection with the Exchange.

Appears in 1 contract

Samples: Exchange Agreement (Inpixon)

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