BACKGROUND. A. The Company and each Investor are executing and delivering this Agreement in reliance upon the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act.
Appears in 25 contracts
Samples: Securities Purchase Agreement (Pioneer Power Solutions, Inc.), Securities Purchase Agreement (Cereplast Inc), Securities Purchase Agreement (Tauriga Sciences, Inc.)
BACKGROUND. A. The Company and each Investor Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 provisions of Regulation D (“Regulation D”) ), as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”).
Appears in 15 contracts
Samples: Securities Purchase Agreement (Fibernet Telecom Group Inc\), Security Agreement (Nestor Inc), Securities Purchase Agreement (Security Devices International Inc.)
BACKGROUND. A. The Company and each Investor are executing and delivering this Agreement in reliance upon the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities 1933 Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities 1933 Act.
Appears in 7 contracts
Samples: Securities Purchase Agreement (ProLink Holdings Corp.), Securities Purchase Agreement (Micromet, Inc.), Securities Purchase Agreement (Kona Grill Inc)
BACKGROUND. A. The Company and each the Investor are executing and delivering this Agreement in reliance upon the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Silicom LTD), Securities Purchase Agreement (Liberator Medical Holdings, Inc.), Securities Purchase Agreement (Firstcity Financial Corp)
BACKGROUND. A. The Company and each Investor Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 provisions of Regulation D (“Regulation "REGULATION D”) "), as promulgated by the United States Securities and Exchange Commission (the “"SEC”") under the Securities ActAct of 1933, as amended (the "SECURITIES ACT").
Appears in 4 contracts
Samples: Securities Purchase Agreement (PDG Environmental Inc), Securities Purchase Agreement (P Com Inc), Securities Purchase Agreement (Remote Dynamics Inc)
BACKGROUND. A. The Company and each Investor the Investors are executing and delivering this Agreement in reliance upon the exemption from registration afforded by Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Acer Therapeutics Inc.), Securities Purchase Agreement (Ikanos Communications, Inc.), Securities Purchase Agreement (Acer Therapeutics Inc.)
BACKGROUND. A. The Company and each Investor are is executing and delivering this Agreement in reliance upon the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Zoo Entertainment, Inc), Securities Purchase Agreement (Zoo Entertainment, Inc), Securities Purchase Agreement (Zoo Entertainment, Inc)
BACKGROUND. A. The Company and each Investor the Investors are executing and delivering this Agreement in reliance upon the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act.
Appears in 3 contracts
Samples: Securities Purchase Agreement (ParcelPal Logistics Inc.), Securities Purchase Agreement (Ikanos Communications), Securities Purchase Agreement (Intelligentias, Inc.)
BACKGROUND. A. The Company and each Investor are executing and delivering this Agreement and consummating the transactions contemplated herein in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities 1933 Act”), ) and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Actthereunder.
Appears in 3 contracts
Samples: Securities Purchase Agreement (FNDS3000 Corp), Securities Purchase Agreement (FNDS3000 Corp), Securities Purchase Agreement (FNDS3000 Corp)
BACKGROUND. A. The Company and each Investor the Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 provisions of Regulation D (“Regulation "REGULATION D”) "), as promulgated by the United States Securities and Exchange Commission (the “"SEC”") under the Securities ActAct of 1933, as amended (the "SECURITIES ACT").
Appears in 3 contracts
Samples: Securities Purchase Agreement (Qsound Labs Inc), Securities Purchase Agreement (NGAS Resources Inc), Securities Purchase Agreement (Remote Dynamics Inc)
BACKGROUND. A. The Company and each the Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 provisions of Regulation D (“Regulation D”) ), as promulgated by the United States U.S. Securities and Exchange Commission (the “SEC”) under the Securities ActAct of 1933, as amended.
Appears in 3 contracts
Samples: Purchase Agreement (Adamis Pharmaceuticals Corp), Purchase Agreement (Adamis Pharmaceuticals Corp), Purchase Agreement (Adamis Pharmaceuticals Corp)
BACKGROUND. A. The Company and each Investor Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 provisions of Regulation D (“"Regulation D”) "), as promulgated by the United States Securities and Exchange Commission (the “"SEC”") under the Securities Act of 1933, as amended (the "Securities Act").
Appears in 3 contracts
Samples: Security Agreement, Security Agreement (Security Devices International Inc.), Securities Purchase Agreement (Imedia International Inc)
BACKGROUND. A. The Company and each the Investor are executing and delivering this Agreement in reliance upon the exemption from registration afforded by Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and and/or Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Dialog Semiconductor PLC), Securities Purchase Agreement (Energous Corp), Securities Purchase Agreement (Energous Corp)
BACKGROUND. A. The Company and each Investor are executing and delivering this Agreement in reliance upon the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Kingsway Financial Services Inc), Stock Purchase Agreement (Kingsway Financial Services Inc), Stock Purchase Agreement (Kingsway Financial Services Inc)
BACKGROUND. A. The Company and each Investor are Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities 1933 Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities 1933 Act.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Orient Paper Inc.), Securities Purchase Agreement (Orient Paper Inc.), Securities Purchase Agreement (Universal Travel Group)
BACKGROUND. A. The Company and each Investor are executing and delivering this Agreement in reliance upon the exemption from registration afforded by Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act.
Appears in 3 contracts
Samples: Securities Purchase Agreement (NanoVibronix, Inc.), Securities Purchase Agreement (NanoVibronix, Inc.), Securities Purchase Agreement (NanoVibronix, Inc.)
BACKGROUND. A. The Company and each Investor are is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Cyclerion Therapeutics, Inc.), Common Stock Purchase Agreement (Cyclerion Therapeutics, Inc.)
BACKGROUND. A. The Company and each Investor the Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the Securities Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CohBar, Inc.), Stock Purchase Agreement (CohBar, Inc.)
BACKGROUND. A. The Company and each Investor the Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 provisions of Regulation D (“Regulation D”) ), as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”).
Appears in 2 contracts
Samples: Securities Purchase Agreement (Remote Dynamics Inc), Securities Purchase Agreement (Qsound Labs Inc)
BACKGROUND. A. The Company and each Investor are executing and delivering this Agreement in reliance upon the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D (“Regulation D”) ), as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act.
Appears in 2 contracts
Samples: Purchase Agreement (Cyclacel Pharmaceuticals, Inc.), Purchase Agreement (Cyclacel Pharmaceuticals, Inc.)
BACKGROUND. A. The Company and each Investor Investors are executing and delivering this Agreement and consummating the transactions contemplated herein in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities 1933 Act”), ) and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Actthereunder.
Appears in 2 contracts
Samples: Securities Purchase Agreement (FNDS3000 Corp), Securities Purchase Agreement (FNDS3000 Corp)
BACKGROUND. A. The Company and each Investor are Purchaser is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the Securities Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Novus Therapeutics, Inc.), Stock Purchase Agreement (Novus Therapeutics, Inc.)
BACKGROUND. A. The Company and each Investor are Purchaser is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(24(a)(2) of the Securities Act of 1933, (as amended (the “Securities Act”defined below), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the Securities Act.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Catabasis Pharmaceuticals Inc), Stock and Warrant Purchase Agreement (Aileron Therapeutics Inc)
BACKGROUND. A. The Company and each Investor are executing and delivering this Agreement in reliance upon the exemption from registration afforded by Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and ) and/or Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act.
Appears in 2 contracts
Samples: Common Shares Purchase Agreement (LNB Bancorp Inc), Common Stock Purchase Agreement (Gramercy Property Trust Inc.)
BACKGROUND. A. The Company and each Investor are executing and delivering this Agreement in reliance upon the exemption from registration afforded by Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Zosano Pharma Corp), Securities Purchase Agreement (Zosano Pharma Corp)
BACKGROUND. A. The Company and each Investor the Buyers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D (“"Regulation D”") as promulgated by the United States Securities and Exchange Commission (the “"SEC”") under the Securities Act of 1933 (the "Securities Act.");
Appears in 2 contracts
Samples: Securities Purchase Agreement (Avanir Pharmaceuticals), Securities Purchase Agreement (Avanir Pharmaceuticals)
BACKGROUND. A. The Company and each the Investor are executing and delivering this Agreement in reliance upon the exemption from registration afforded by Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Tauriga Sciences, Inc.), Securities Purchase Agreement (Pixelworks, Inc)
BACKGROUND. A. The Company and each Investor are is executing and delivering this Agreement in reliance upon the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities 1933 Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities 1933 Act.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Combinatorx, Inc), Securities Purchase Agreement (Infosonics Corp)
BACKGROUND. A. The Company and each Investor the Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 provisions of Regulation D (“Regulation "REGULATION D”) "), as promulgated by the United States Securities and Exchange Commission (the “"SEC”") under the Securities ActAct of 1933, as amended (the "SECURITIES ACT").
Appears in 1 contract
Samples: Securities Purchase Agreement (SLS International Inc)
BACKGROUND. A. The Company and each Investor the Investors are executing and delivering this Agreement in reliance upon the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Thomas Properties Group Inc)
BACKGROUND. A. The Company and each Investor are executing and delivering this Agreement in reliance upon the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”"1933 ACT"), and Rule 506 of Regulation D (“Regulation "REGULATION D”") as promulgated by the United States Securities and Exchange Commission (the “"SEC”") under the Securities 1933 Act.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cyclacel Pharmaceuticals, Inc.)
BACKGROUND. A. The Company and each Investor are executing and delivering this Agreement in reliance upon the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act.
Appears in 1 contract
Samples: Securities Purchase Agreement (Threshold Pharmaceuticals Inc)
BACKGROUND. A. The Company and each the Investor are executing and delivering this Agreement in reliance upon the exemption from registration afforded by Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act.;
Appears in 1 contract
BACKGROUND. A. The Company and each Investor the Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(24(a)(2) of the Securities Act of 1933, (as amended (the “Securities Act”), defined below) and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act.
Appears in 1 contract
BACKGROUND. A. The Company and each Investor the Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”)amended, and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities ActAct of 1933, as amended.
Appears in 1 contract
BACKGROUND. A. The Company and each Investor are executing and delivering this Agreement in reliance upon the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities "1933 Act”"), and Rule 506 of Regulation D (“Regulation "REGULATION D”") as promulgated by the United States Securities and Exchange Commission (the “"SEC”") under the Securities 1933 Act.
Appears in 1 contract
Samples: Securities Purchase Agreement (Pacific Ethanol, Inc.)
BACKGROUND. A. The Company and each Investor Synovus are executing and delivering this Agreement in reliance upon the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act.
Appears in 1 contract
BACKGROUND. A. The Company and each Investor are executing and delivering this Agreement in reliance upon the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended amended, including the rules and regulations promulgated thereunder (the “Securities Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (including the staff thereof, the “SEC”) under the Securities Act.
Appears in 1 contract
Samples: Securities Purchase Agreement (Acura Pharmaceuticals, Inc)
BACKGROUND. A. The Company and each Investor are executing and delivering this Agreement in reliance upon the exemption from registration afforded by either (i) Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D (“Regulation D”) or (ii) Section 5 of the Securities Act, and the provisions of Regulation S (“Regulation S”), as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act.
Appears in 1 contract
Samples: Securities Purchase and Registration Rights Agreement (Four Rivers Bioenergy Inc.)
BACKGROUND. A. The Company and each Investor are executing and delivering this Agreement in reliance upon the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act.
Appears in 1 contract
BACKGROUND. A. The Company and each the Investor are executing and delivering this Agreement in reliance upon the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and and/or Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act.
Appears in 1 contract
Samples: Securities Purchase Agreement (Concur Technologies Inc)
BACKGROUND. A. The Company and each Investor are executing and delivering this Agreement in reliance upon the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Trellis Earth Products Inc)
BACKGROUND. A. The Company and each Investor are executing and delivering this Agreement and consummating the transactions contemplated herein in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities 1933 Act”), and Rule 506 of ) and/or Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Actthereunder.
Appears in 1 contract
Samples: Securities Purchase Agreement (Liquidmetal Technologies Inc)
BACKGROUND. A. The Company and each Investor are executing and delivering this Agreement in reliance upon the exemption from registration afforded by Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act.
Appears in 1 contract
Samples: Securities Purchase Agreement (Champions Oncology, Inc.)
BACKGROUND. A. The Company and each the Investor are executing and delivering this Agreement in reliance upon the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended 1933 (the “Securities Act”), and and/or Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act.
Appears in 1 contract
BACKGROUND. A. The Company and each Investor are executing and delivering this Agreement in reliance upon the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act.
Appears in 1 contract
BACKGROUND. A. The Company and each Investor the Buyers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (as so amended, the “1933 Act.”);
Appears in 1 contract
