Common use of Securities Not Registered Clause in Contracts

Securities Not Registered. Each Purchaser understands that the Shares, the Warrants and the Warrant Shares have not been registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act, and that the Shares, the Warrants and the Warrant Shares must continue to be held by such Purchaser unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. Each Purchaser understands that the exemptions from registration afforded by Rule 144 (the provisions of which are known to it) promulgated under the Securities Act depend on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts.

Appears in 4 contracts

Samples: Common Stock Purchase Agreement (Curis Inc), Common Stock Purchase Agreement (Rockwell Medical Technologies Inc), Common Stock Purchase Agreement (Curis Inc)

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Securities Not Registered. Each The Purchaser understands that the Shares, the Warrants and the Warrant Shares Securities have not been registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act, and that the Shares, the Warrants and the Warrant Shares Securities must continue to be held by such the Purchaser unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registrationregistration and in each case in accordance with any applicable securities laws of any state of the United States. Each The Purchaser understands that the exemptions from registration afforded by Rule 144 (the provisions of which are known to it) promulgated under the Securities Act depend on the satisfaction of various conditionsconditions including, but not limited to, the time and manner of sale, the holding period and on requirements relating to the Company which are outside of the Purchaser’s control and which the Company is under no obligation and may not be able to satisfy, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts.

Appears in 2 contracts

Samples: Note Purchase Agreement (Avago Technologies LTD), Securities Purchase Agreement (Pfsweb Inc)

Securities Not Registered. Each Such Purchaser understands that the Shares, the Warrants Warrant and the Warrant Shares have not been registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act, and that the Shares, the Warrants and the Warrant Shares must continue to be held by such Purchaser unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. Each Such Purchaser understands that the exemptions from registration afforded by Rule 144 (the provisions of which are known to it) promulgated under the Securities Act depend on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Vincera, Inc.), Securities Purchase Agreement (Motient Corp)

Securities Not Registered. Each Such Purchaser understands that the Shares, the Warrants and the any Warrant Shares issued thereunder have not been registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act, and that the Shares, the Warrants and the any Warrant Shares issued thereunder must continue to be held by such Purchaser unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. Each Such Purchaser understands that the exemptions from registration afforded by Rule 144 (the provisions of which are known to it) promulgated under the Securities Act depend on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts.

Appears in 1 contract

Samples: Securities Purchase Agreement (First Avenue Networks Inc)

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Securities Not Registered. Each Purchaser understands that the Shares, the Warrants Warrant and the Warrant Shares have not been registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act, and that the Shares, the Warrants and the Warrant Shares must continue to be held by such Purchaser unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. Each Purchaser understands that the exemptions from registration afforded by Rule 144 (the provisions of which are known to it) promulgated under the Securities Act depend on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts.

Appears in 1 contract

Samples: Securities Purchase Agreement (Motient Corp)

Securities Not Registered. Each Such Purchaser understands that the Shares, the Warrants Warrant and the any Warrant Shares issued thereunder have not been registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act, and that the Shares, the Warrants and the any Warrant Shares issued thereunder must continue to be held by such Purchaser unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. Each Such Purchaser understands that the exemptions from registration afforded by Rule 144 (the provisions of which are known to it) promulgated under the Securities Act depend on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ibasis Inc)

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