Common use of Registration Under the Securities Act of 1933 Clause in Contracts

Registration Under the Securities Act of 1933. The Warrants, the Shares, the Underlying Warrants and the shares of Common Stock issuable upon exercise of the Underlying Warrants (collectively the "Registrable Securities") have been registered under the Securities Act of 1933, as amended (the "Act"). Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares, the Underlying Warrants and/or the shares of Common Stock issuable upon exercise of the Underlying Warrants shall bear the following legend in the event there is no current registration statement effective with the Commission at such time as to such securities: The securities represented by this certificate 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 such 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 such Act and applicable state securities laws is available.

Appears in 9 contracts

Samples: Underwriter's Warrant Agreement (Oregon Baking Co Dba Marsee Baking), Underwriter's Warrant Agreement (Host America Corp), Underwriter's Warrant Agreement (Cropking Inc)

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Registration Under the Securities Act of 1933. The Warrants, the Shares, the Underlying Warrants and the shares of Common Stock issuable upon exercise of the Underlying Warrants (collectively and any of the "Registrable Securities") other securities issuable upon exercise of the Warrants have not been registered under the Securities Act of 1933, as amended (the "Act")) for public resale. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares, the Underlying Warrants and/or the shares of Common Stock and any other securities issuable upon exercise of the Underlying Warrants (collectively, the "Warrant Securities") shall bear the following legend in the event there is no current registration statement effective with the Commission at such time as to such securitieslegend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act") for public resale, 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 such 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 such Act and applicable state securities laws is available.

Appears in 5 contracts

Samples: Warrant Agreement (Toups Technology Licensing Inc /Fl), Warrant Agreement (Popmail Com Inc), Warrant Agreement (Standard Management Corp)

Registration Under the Securities Act of 1933. The Warrants, the Units, the Shares, the Underlying Warrants and the shares of Common Stock issuable upon exercise of the Underlying Warrants (collectively the "Registrable Securities") have been registered under the Securities Act of 1933, as amended (the "Act"). Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares, the Underlying Warrants and/or the shares of Common Stock issuable upon exercise of the Underlying Warrants shall bear the following legend in the event there is no current registration statement effective with the Commission at such time as to such securities: The securities represented by this certificate 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 such 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 such Act and applicable state securities laws is available.

Appears in 2 contracts

Samples: Warrant Agreement (General Credit Corp), Underwriters's Unit Purchase Option or Warrant Agreement (Gen Trak Inc)

Registration Under the Securities Act of 1933. The Warrants, the Shares, the Underlying Warrants and the shares of Common Stock underlying the Warrants and any other securities issuable upon exercise of the Underlying Warrants (collectively collectively, the "Registrable Warrant Securities") have not been registered under the Securities Act of 1933, as amended (the "Act"), pursuant to the Company's Registration Statement on Form S-1 (Registration No. 333-43151) (the "Registration Statement"). Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares, the Underlying Warrants and/or the shares of Common Stock issuable upon exercise of the Underlying Warrants Warrant Securities shall bear the following legend in the event there is no current registration statement effective with the Commission at such time as to such securitieslegend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered offered, sold, pledged, hypothecated, assigned or sold transferred 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 such 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 such Act and applicable state securities laws is available.

Appears in 2 contracts

Samples: Warrant Agreement (Cumetrix Data Systems Corp), Underwriters' Warrant Agreement (Cumetrix Data Systems Corp)

Registration Under the Securities Act of 1933. The Warrants, the Shares, the Underlying Warrants and --------------------------------------------- the shares of Common Stock issuable upon exercise of the Underlying Warrants (collectively and any of the "Registrable Securities") other securities issuable upon exercise of the Warrants have not been registered under the Securities Act of 1933, as amended (the "Act")) for public resale. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares, the Underlying Warrants and/or the shares of Common Stock and any other securities issuable upon exercise of the Underlying Warrants (collectively, the "Warrant Securities") shall bear the following legend in the event there is no current registration statement effective with the Commission at such time as to such securitieslegend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act") for public resale, 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 such 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 such Act and applicable state securities laws is available.

Appears in 1 contract

Samples: Warrant Agreement (United Leisure Corp)

Registration Under the Securities Act of 1933. The Warrants, the Shares, the Underlying Warrants and the shares of Common Stock underlying the Warrants and the other securities issuable upon exercise of the Underlying Warrants (collectively collectively, the "Registrable Warrant Securities") have not been registered under the Securities Act of 1933, as amended (the "Act"). Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares, the Underlying Warrants and/or the shares of Common Stock underlying the Warrants, and the other securities issuable upon exercise of the Underlying Warrants shall bear the following legend in the event there is no current registration statement effective with the Commission at such time as to such securitieslegend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered offered, sold, pledged, hypothecated, assigned or sold transferred 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 such 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 such Act and applicable state securities laws is available.

Appears in 1 contract

Samples: Underwriter's Warrant Agreement (Hawaiian Natural Water Co Inc)

Registration Under the Securities Act of 1933. The Warrants, the Shares, the Underlying Warrants and the shares of Common Stock issuable upon exercise of the Underlying Warrants (collectively the "Registrable Securities") have been registered under the Securities Act of 1933, as amended (the "Act"). Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares, the Underlying Warrants and/or the shares of Common Stock issuable upon exercise of the 6 Underlying Warrants shall bear the following legend in the event there is no current registration statement effective with the Commission at such time as to such securities: The securities represented by this certificate 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 such 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 such Act and applicable state securities laws is available.

Appears in 1 contract

Samples: Representative's Warrant Agreement (Didax Inc)

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Registration Under the Securities Act of 1933. The WarrantsUnits, the Shares, the Underlying Warrants and the shares of Common Stock issuable upon exercise of the Underlying Warrants Warrant Shares (collectively the "Registrable Securities") have been registered under the Securities Act of 1933, as amended (the "Act"). Upon exercise, in part or in whole, of the Representative's Warrants, certificates representing the SharesUnits (or if the Units have become detachable, the Shares and the Underlying Warrants and/or Warrants) or, upon the shares of Common Stock issuable upon exercise of the Underlying Warrants Warrants, the Underlying Warrant Shares, shall bear the following legend in the event there is no current registration statement effective with the Commission at such time as to such securities: The securities represented by this certificate 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 such 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 such Act and applicable state securities laws is available.be

Appears in 1 contract

Samples: Representative's Warrant Agreement (Performance Printing Corp)

Registration Under the Securities Act of 1933. (a) The Warrants, Representative's Warrants have been registered under the Shares, Securities Act. If the Underlying Warrants and registration statement under which the shares of Common Stock underlying the Representative's Warrants and any of the other securities issued or issuable upon exercise of the Underlying Representative's Warrants (collectively collectively, the "Registrable Warrant Securities") are registered ceases to be effective or the prospectus contained in such registration statement ceases to be current, then upon exercise, in part or in whole, the Warrant Securities shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares, the Underlying Warrants and/or the shares of Common Stock issuable upon exercise of the Underlying Warrants shall bear the following legend in the event there is no current registration statement effective with the Commission at such time as to such securities: The securities represented by this certificate and may not be offered or sold except pursuant to (i) an effective registration statement under the Securities Act, (ii) to the extent applicable, Rule 144 under the Securities Act (or any similar rule under such Securities 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 such Securities Act and applicable state securities laws is available.

Appears in 1 contract

Samples: Warrant Agreement (Apollo Biopharmaceutics Inc)

Registration Under the Securities Act of 1933. The Warrants, the Shares, the Underlying Series A Warrants, the Underlying Series B Warrants and the shares of Common Stock issuable upon exercise of the Underlying Warrants Warrant Shares (collectively the "Registrable Securities") have been registered under the Securities Act of 1933, as amended (the "Act"). Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares, the Underlying Warrants and/or the shares of Common Stock issuable upon exercise of or the Underlying Warrants Shares, as the case may be, shall bear the following legend in the event there is no current registration statement effective with the Commission at such time as to such securities: The securities represented by this certificate may not be offered or sold except pursuant to (i) an effective registration statement under the Securities Act of 1933, as amended (the `Act'), (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such 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 such Act and applicable state securities laws is available.

Appears in 1 contract

Samples: 'S Warrant Agreement (Commerce Casualty Group Inc)

Registration Under the Securities Act of 1933. The Warrants, the Shares, the Underlying Warrants and the shares of Common Stock issuable upon exercise of the Underlying Warrants (collectively or other securities issuable upon exercise of the "Registrable Securities") Warrants, have not been registered under the Securities Act of 1933, as amended (the "Act"). Upon exercise, in part or in whole, of the Warrant certificates representing the shares of Common Stock underlying the Warrants, certificates representing the Shares, the Underlying Warrants and/or the shares of Common Stock and any other securities issuable upon exercise of the Underlying Warrants (collectively, the "Warrant Securities") shall bear the following legend in the event there is no current registration statement effective with the Commission at such time as to such securitieslegend: 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 such 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 such Act and applicable state securities laws is available.

Appears in 1 contract

Samples: Warrant Agreement (Dyntek Inc)

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