Common use of Unregistered Security Clause in Contracts

Unregistered Security. The Holder acknowledges that this Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Shares issued upon its exercise in the absence of (i) an effective registration statement under the Act as to this Warrant or such Warrant Shares, as the case may be, and registration or qualification of this Warrant or such Warrant Shares, as the case may be, under any applicable U.S. federal or state securities law then in effect, or (ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. Each certificate or other instrument for Warrant Shares issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect.

Appears in 7 contracts

Samples: Financing Agreement (AMERICAN POWER GROUP Corp), Van Steenwyk Matthew, AMERICAN POWER GROUP Corp

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Unregistered Security. The Registered Holder of this Warrant acknowledges that this Warrant and the Warrant Shares Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Shares Stock issued upon its exercise in the absence of (i) an effective registration statement under the Securities Act as to this Warrant or such Warrant SharesStock, as the case may beapplicable, and registration or qualification of this Warrant or such Warrant SharesStock, as the case may beapplicable, under any applicable U.S. federal or state securities law then in effect, or (ii) an opinion of counsel, reasonably satisfactory to the Company, that such registration and qualification are not required. Each certificate or other instrument for Warrant Shares Stock issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect.

Appears in 1 contract

Samples: Fusion-Io, Inc.

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Unregistered Security. The Holder acknowledges that this Warrant and the Shares of the Company issuable upon the exercise of this Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Shares issued upon its exercise in the absence of (i) an effective registration statement under the Securities Act as to this Warrant or such Warrant Shares, as the case may be, Shares and registration or qualification of this Warrant or such Warrant Shares, as the case may be, Shares under any applicable U.S. federal or state securities law then in effect, or (ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. Each certificate or other instrument for Warrant Shares issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect.

Appears in 1 contract

Samples: Exercise Agreement (TherapeuticsMD, Inc.)

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