No Registration of the Shares. The Holder understands that the conversion of the Indebtedness to the Shares has not been registered with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”), because of that certain exemption from the registration and prospectus delivery requirements of the Act specified by the provisions of Section 3(a)(9) of the Act. The Holder understands that the Holder has no right to require that the Shares be registered or qualified with any securities commission, regulator, administrator, or similar authority of any jurisdiction. The Holder is aware that the Company has no obligation to assist the Holder in obtaining any exemption from any registration or qualification requirements imposed by applicable law or registering or qualifying the Shares in any jurisdiction. The Holder is aware that the Holder shall be responsible for compliance with all conditions on transfer imposed by the Commission or any securities administrator or similar authority of any state of province.
No Registration of the Shares. The Holder understands that the conversion of the Indebtedness to the Shares has not been registered with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”), because of that certain exemption from the registration and prospectus delivery requirements of the Act specified by the provisions of Section 4(2) of the Act and Rule 506 of Regulation D promulgated pursuant thereto. The Holder understands that the Holder has no right to require that the Shares be registered or qualified with any securities commission, regulator, administrator, or similar authority of any jurisdiction. The Holder is aware that the Company has no obligation to assist the Holder in obtaining any exemption from any registration or qualification requirements imposed by applicable law or registering or qualifying the Shares in any jurisdiction. The Holder is aware that the Holder shall be responsible for compliance with all conditions on transfer imposed by the Commission or any securities administrator or similar authority of any state of province.
No Registration of the Shares. The Buyer understands that: (i) the Shares are being sold to the Buyer under certain exemptions from the registration provisions of the Securities Act of 1933 (the "Securities Act"); (ii) the Buyer is purchasing such Shares without being furnished any offering literature or prospectus; and (iii) the sale of the Shares has not been examined by the SEC or by any agency charged with the administration of the securities laws of any state or other jurisdiction. The Buyer represents and warrants that he has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Shares and of making an informed investment decision with respect thereto. The Buyer understands that the Company is relying on the truth and accuracy of the representations, declarations and warranties made herein by the Buyer in selling the Shares hereunder without having first registered such Shares under the Securities Act or under the securities laws of any state or other jurisdiction.
No Registration of the Shares. The Investor is aware that the issuance of the Shares has not been registered under the Act, that such offer and sale are intended to be exempt from registration under the Act and the rules promulgated thereunder by the SEC, and that the Shares cannot be sold, assigned, transferred, or otherwise disposed of unless they are subsequently registered under the Act or an exemption from such registration is available. The Investor is also aware that sales or transfers of the Shares are further restricted by state securities laws and the provisions of this Agreement and that the Shares will bear appropriate legends restricting their transfer pursuant to applicable laws and this Agreement.
No Registration of the Shares. The Purchaser acknowledges that it is aware that (i) the Shares are restricted shares and have not been registered under the Securities Act and that the Shares cannot be and will not be sold unless they are subsequently registered under the Securities Act or an exemption from such registration is available, (ii) the Shares have not been registered or qualified under any applicable state law regulating securities and therefore the Shares cannot and will not be sold unless it is subsequently registered or qualified under any such act or an exemption therefrom is available, (iii) neither the Company, nor any representative of the Company has made any representation, warranty, or covenant whatsoever as to whether any exemption from the Securities Act, including, without limitation, any exemption for limited sales in routine brokers’ transactions pursuant to Rule 144 under the Securities Act is, or will become, available, (iv) neither the Company, nor any Representative of the Company has made any representation, warranty, or covenant whatsoever as to whether any exemption from any applicable state law is, or will become, available, and (v) therefore, the Purchaser must agree to bear the economic risk of investment for an indefinite period of time.
No Registration of the Shares. The Seller understands that: (i) the Buyer Shares are being sold to the Seller under certain exemptions from the registration provisions of the Securities Act of 1933 (the "Securities Act"); (ii) the Seller is receiving the Buyer Shares without being furnished any offering literature or prospectus other than publicly disseminated information regarding the Buyer and its Common Stock; and (iii) the sale of the Buyer Shares has not been examined by the Securities and Exchange Commission or by any agency charged with the administration of the securities laws of any state or other jurisdiction. The Seller represents and warrants that it is an "accredited investor" as defined in Regulation D under the Securities Act and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Buyer Shares and of making an informed investment decision with respect thereto. The Seller understands that the Buyer is relying on the truth and accuracy of the representations, declarations and warranties made herein by the Seller in issuing the Buyer Shares hereunder without having first registered the Buyer Shares under the Securities Act or under the securities laws of any state or other jurisdiction.
No Registration of the Shares. The Purchaser acknowledges that it is aware that (i) the Shares are restricted securities and have not been registered under the Securities Act and that the Shares cannot be and will not be sold unless they are subsequently registered under the Securities Act or an exemption from such registration is available, (ii) the Shares have not been registered or qualified under any applicable state law regulating securities and therefore the Shares cannot and will not be sold unless it is subsequently registered or qualified under any such act or an exemption therefrom is available, (iii) except as otherwise set of forth in this Agreement, neither the Company, nor any Representative of the Company has made any representation or warranty whatsoever as to whether any exemption from the Securities Act, including, without limitation, any exemption for limited sales in routine brokers’ transactions pursuant to Rule 144 under the Securities Act is, or will become, available, and (iv) therefore, the Purchaser must agree to bear the economic risk of investment for an indefinite period of time. Each Purchaser acknowledges and agrees that the Shares shall bear a restricted legend (the “Legend”), in the form and substance as set forth in Article VII hereof, prohibiting the offer, sale, pledge or transfer of the securities, except (i) pursuant to an effective registration statement filed under the Securities Act, (ii) pursuant to an exemption from registration provided by Rule 144 under the Securities Act (if available), or (iii) pursuant to any other exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction.
No Registration of the Shares. The Buyer understands that: (i) the asseTrade Shares are being sold to the Buyer under certain exemptions from the registration provisions of the Securities Act; and (ii) the Buyer is purchasing such asseTrade Shares without being furnished any offering literature or prospectus. The Buyer represents and warrants that it is an "accredited investor" as defined in Regulation D under the Securities Act and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the asseTrade Shares and of making an informed investment decision with respect thereto.
No Registration of the Shares. PENN represents and warrants to APOLLON that: (i) it understands that the shares of COMMON STOCK issuable hereunder (the "SHARES") are being sold to it under certain exemptions from the registration provisions of the Securities Act of 1933, as amended (the "SECURITIES ACT"); PENN is purchasing the SHARES without being furnished any offering literature or prospectus; and the sales of the SHARES have not been and will not be examined by the Securities and Exchange Commission or by any agency charged with the administration of the securities laws of any state or other jurisdiction; (ii) PENN has, either alone or together with its advisors, such knowledge and experience in financial and business matters that PENN is capable of evaluating the merits and risks of an investment in the SHARES and of making an informed investment decision with respect thereto; and (iii) PENN understands that APOLLON is relying on and will rely on the truth and accuracy of the representations and warranties made herein by PENN in selling the SHARES hereunder and under LICENSE AGREEMENT I without having first registered such SHARES under the SECURITIES ACT or under the securities laws of any state or other jurisdiction.
No Registration of the Shares. The Purchaser acknowledges that it is aware that (a) the Shares have not been registered under the Securities Act and that the Shares must continue to be held by Purchaser unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, and in each case in accordance with any applicable securities laws of any state of the United States; (b) exemption from the Securities Act, including any exemption for limited sales in routine brokers’ transactions pursuant to Rule 144, depends on the satisfaction of various conditions, including 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 to and may not be able to satisfy, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts.
