Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 6 contracts
Samples: Warrant Agreement (Turtle Beach Corp), Loan and Security Agreement (ChromaDex Corp.), Warrant Agreement (Turtle Beach Corp)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Stock Shares upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 6 contracts
Samples: Warrant Agreement (Urovant Sciences Ltd.), Warrant Agreement (Dermavant Sciences LTD), Warrant Agreement (Urovant Sciences Ltd.)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 4 contracts
Samples: Warrant Agreement (RedBall Acquisition Corp.), Warrant Agreement (Anacor Pharmaceuticals, Inc.), Warrant Agreement (Anacor Pharmaceuticals, Inc.)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Securities Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 3 contracts
Samples: Warrant Agreement (Pulmatrix, Inc.), Warrant Agreement (Agile Therapeutics Inc), Warrant Agreement (Genocea Biosciences, Inc.)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of this Warrant and the Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 3 contracts
Samples: Warrant Agreement (Neuralstem, Inc.), Warrant Agreement (Neuralstem, Inc.), Warrant Agreement (Neuralstem, Inc.)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Stock shares of the Class upon exercise of this AgreementAgreement (and, and if applicable, the issuance of the Common Stock upon conversion of the Common Stocksuch shares), will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 2 contracts
Samples: Warrant Agreement (Gelesis Inc), Warrant Agreement (Gelesis Inc)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common StockWarrant, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 2 contracts
Samples: Warrant Agreement (Epicept Corp), Warrant Agreement (Epicept Corp)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Stock Warrant Shares upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 2 contracts
Samples: Warrant Agreement (VBI Vaccines Inc/Bc), U.S. Gold Corp.
Exempt Transaction. Subject to the accuracy of the Warrantholder’s 's representations in Section 10, the issuance of the Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 2 contracts
Samples: Warrant Agreement (Immune Pharmaceuticals Inc), Warrant Agreement (Baxano Surgical, Inc.)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s 's representations in Section 10, the issuance of the Common Stock Shares upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable US state securities laws, and (iii) the registration and/or qualification requirements of any other securities laws applicable to the Company.
Appears in 2 contracts
Samples: Warrant Agreement (Auris Medical Holding AG), Auris Medical Holding AG
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.. (f)
Appears in 1 contract
Exempt Transaction. Subject to the accuracy of the Warrantholder’s 's representations in Section 10, the issuance of the Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.. (e)
Appears in 1 contract
Samples: Concert Pharmaceuticals, Inc.
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Stock Shares upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable US state securities laws.
Appears in 1 contract
Samples: Warrant Agreement (Motif Bio PLC)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s 's representations in Section 10, the issuance of the Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, Agreement will each constitute a a. transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 1 contract
Samples: Omrix Biopharmaceuticals, Inc.
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, will each constitute Agreement constitutes a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 1 contract
Samples: Staar Surgical Co
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Stock Preferred Units upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Securities Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 1 contract
Samples: Warrant Agreement (Proteostasis Therapeutics, Inc.)
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Stock Units upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Securities Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 1 contract
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations set forth in Section 10, the issuance of the Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, Act and (ii) the qualification requirements of the applicable state securities laws.
Appears in 1 contract
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, Warrant will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws, in each case, pursuant to applicable laws and regulations in effect as of the Effective Date.
Appears in 1 contract
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, Warrant Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, Securities Act and (ii) the qualification requirements of the applicable state securities laws.
Appears in 1 contract
Exempt Transaction. Subject to the accuracy of the Warrantholder’s 's representations in Section 10, the issuance of the Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Securities Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 1 contract
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Stock Warrant Shares upon exercise of this Agreement, and and, if applicable, the issuance of the Common Stock Ordinary Shares upon conversion of the Common StockWarrant Shares, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws, and (iii) applicable securities laws of the Cayman Islands.
Appears in 1 contract
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of this Warrant and the Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 1 contract
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Stock Ordinary Shares upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, Warrant will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable U.S. state securities laws.
Appears in 1 contract
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws..
Appears in 1 contract
Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the shares of Common Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Common Stock, Agreement will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Securities Act, in reliance upon Section 4(24(a)(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.
Appears in 1 contract