Warrants and Warrant Shares Not Registered. Each registered holder of the Warrants, by acceptance thereof, represents and acknowledges that the Warrants and the Warrant Shares which may be purchased upon exercise of a Warrant are not registered under the Securities Act of 1933, as amended (the “Securities Act”), that the issuance of the Warrants and the offering and sale of such Warrant Shares are being made in reliance on the exemption from registration afforded by Rule 506 of Regulation D as promulgated under the Securities Act and Section 4(2) thereunder as not involving any public offering and that the Company’s reliance on such exemption is predicated in part on the representations made by the Initial Holder of the Warrants to and with the Company that such holder (1) is acquiring the Warrants in good faith solely for its own account, for investment and not with a view toward resale or other distribution within the meaning of the Securities Act, (2) is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act, and (3) has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment in the Warrants. Neither the Warrants nor the related Warrant Shares may be transferred except (i) pursuant to an effective registration statement under the Securities Act, (ii) pursuant to Rule 144 under the Securities Act if the transferor delivers a certificate, in form and substance reasonably satisfactory to the Company, that such transfer complies with the requirements of Rule 144, or (iii) pursuant to any other available exemption from registration if such transferee makes the representations set forth in the preceding sentence in writing to the Company and provides to the Company an opinion of counsel in a form reasonably satisfactory to the Company.
Warrants and Warrant Shares Not Registered. The holder of this Warrant, by accepting this Warrant, represents and acknowledges that this Warrant and the Warrant Shares are not being registered under the Securities Act on the grounds that the issuance of this Warrant and the offering and sale of such Warrant Shares are exempt from registration under Section 4(2) of the Securities Act as not involving any public offering.
Warrants and Warrant Shares Not Registered. The holder of this Warrant, by accepting this Warrant, represents and acknowledges that this Warrant and the Warrant Shares are not being registered under the Securities Act of 1933, as amended (the "Securities Act") on the grounds that the issuance of this Warrant and the offering and sale of such Warrant Shares are exempt from registration under Section 4(2) of the Securities Act as not involving any public offering. Notwithstanding any provisions contained in this Warrant to the contrary, this Warrant and the Warrant Shares shall not be transferable except upon the conditions specified in Paragraphs 8 and 9, which conditions are intended, among other things, to insure compliance with the provisions of the Securities Act in respect of the transfer of this Warrant or of such Warrant Shares.
Warrants and Warrant Shares Not Registered. Each registered holder of the Warrants, by acceptance thereof, represents and acknowledges that the Warrants and the Warrant Shares which may be purchased upon exercise of a Warrant are not registered under the Securities Act of 1933, as amended (the “Securities Act”). Neither the Warrants nor the related Warrant Shares may be transferred except (i) pursuant to an effective registration statement under the Securities Act, (ii) pursuant to Rule 144 under the Securities Act or (iii) pursuant to any other available exemption from registration; provided that, in the event of a transfer pursuant to Rule 144 under the Securities Act or any other available exemption from registration, such transferee shall be required to deliver such legal opinions, certifications and other information as the Company shall reasonably request to confirm that such transfer is being made pursuant to an exemption from the registration requirements of the Securities Act.
Warrants and Warrant Shares Not Registered. The holder of this Warrant, by accepting this Warrant, represents and acknowledges that this Warrant and the Warrant Shares have not been registered under the Securities Act on the grounds that the issuance of this Warrant and the offering and sale of such Warrant Shares were exempt from registration under Regulation S of the Securities Act.
Warrants and Warrant Shares Not Registered. The holder of this Warrant, by accepting this Warrant, represents and acknowledges that this Warrant and the Warrant Shares which may be purchased upon exercise of this Warrant are not being registered under the Securities Act on the grounds that the issuance of this Warrant and the offering and sale of such Warrant Shares are exempt from registration under the Securities Act pursuant to one or more exemptions therefrom, including Section 4(2) thereof, and that the Company's reliance on such exemption is predicated in part on the initial Warrantholder's representations and agreements made to and with the Company in the Securities Purchase Agreement dated on or about the date hereof. Notwithstanding any provisions contained in this Warrant to the contrary, this Warrant and the related Warrant Shares shall not be transferable except upon the conditions specified in this Section 7, which conditions are intended, among other things, to ensure compliance with the provisions of the Securities Act and applicable state securities laws in respect of the transfer of this Warrant or of such Warrant Shares.
Warrants and Warrant Shares Not Registered. The Holder, by acceptance thereof, represents and acknowledges that this Warrant and the Warrant Shares which may be purchased upon exercise of this Warrant are not being registered under the Securities Act and are being offered and sold to it in reliance on specific exemptions from the registration requirements of Federal and State securities laws of the Untied States, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Holder set forth in the Offshore Securities Agreement, dated as of the date hereof, between the Company and Holder, in order to determine the applicability of such exemptions and the suitability of Holder and any purchaser from Holder to acquire the Securities.
Warrants and Warrant Shares Not Registered. Subject to the provisions of Section 8.2 hereof with respect to Company's obligation to register the Warrant Shares for resale, neither the Warrants nor the Warrant Shares have been registered under the Securities Act of 1933, as amended (the "Act"). The Warrant Certificates and any certificates representing Warrant Shares issued upon exercise of the Warrants shall bear the following legend unless such Warrant Shares previously have been registered under the Act in accordance with the terms hereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE. Upon effectiveness of the Registration Statement (as defined below), any Warrant Shares issued to the holder of any Warrant shall bear the following legend: THE RESALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS BEEN REGISTERED PURSUANT TO A REGISTRATION STATEMENT FILED BY THE COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY BE SOLD OR OTHERWISE TRANSFERRED ONLY IN ACCORDANCE WITH SUCH REGISTRATION STATEMENT AND ANY AND ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION THEREFROM.
Warrants and Warrant Shares Not Registered. The Holder, by acceptance thereof, represents and acknowledges that this Warrant and the Warrant Shares which may be purchased upon exercise of this Warrant are not being registered under the Securities Act and are being offered and sold to it in reliance on specific exemptions from the registration requirements of Federal and State securities laws of the Untied States, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Holder set forth in the Subscription Agreement, in order to determine the applicability of such exemptions and the suitability of Holder and any purchaser from Holder to acquire the Securities. Upon the exercise of this Warrant, the Company shall impose a "stop transfer" instruction with respect to the certificates representing the Common Stock until the end of the holding period as required by Regulation S. Nothing in this Section 2, however, shall affect in any way the Warrant Holder's or such nominee's obligations and agreement to comply with all applicable securities laws upon resale of the Common Stock issued upon the exercise of the Warrant.
Warrants and Warrant Shares Not Registered. Each registered holder of the Warrants, by acceptance thereof, represents and acknowledges that the Warrants and the Warrant Shares which may be purchased upon exercise of a Warrant are not registered under the Securities Act of 1933, as amended (the "Securities Act"), that the issuance of the Warrants and the offering and sale of such Warrant Shares are being made in reliance on the exemption from registration afforded by Rule 506 of Regulation D as promulgated under the Securities Act and
