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No Public Sale or Distribution. The Investor is # acquiring the Shares and the Warrant and # upon exercise of the Warrant will acquire the Warrant Shares, in each case for its own account, not as a nominee or agent, and not with a view towards, or for resale in connection with, the public sale or distribution of any part thereof, except pursuant to sales registered or exempted under the 1933 Act. The Investor is acquiring the Securities hereunder in the ordinary course of its business. The Investor does not presently have any contract, agreement, undertaking, arrangement or understanding, directly or indirectly, with any individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof (a “Person”) to sell, transfer, pledge, assign or otherwise distribute any of the Securities.

No Public Sale or Distribution. The InvestorSuch Buyer # is # acquiring theits Common Shares and the WarrantWarrants, and # upon exercise of its Warrants (other than pursuant to a Cashless Exercise (as defined in the WarrantWarrants)) will acquire the Warrant Shares,Shares issuable upon exercise thereof, in each casecase, for its own account, not as a nominee or agent,account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of any part thereof,applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act. The Investor is acquiringAct; provided, however, by making the representations herein, such Buyer does not agree, or make any representation or warranty, to hold any of the Securities hereunderfor any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the ordinary course of its business. The Investor1933 Act. Such Buyer does not presently have any contract, agreement, undertaking, arrangementagreement or understanding, directly or indirectly, with any Person to distribute any of the Securities in violation of applicable securities laws. For purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organizationorganization, any other entity and a governmentany Governmental Entity (as defined below) or any department or agency thereof (a “Person”) to sell, transfer, pledge, assign or otherwise distribute any of the Securities.thereof.

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