Common use of Exemption from Registration; Valid Issuances Clause in Contracts

Exemption from Registration; Valid Issuances. The Shares, in accordance with the terms and on the bases of the representations and warranties of the Investor set forth herein, may and shall be properly issued by the Company to the Investor pursuant to any applicable federal or state law. When issued and paid for as herein provided the Shares shall be duly and validly issued, fully paid, and non-assessable. Neither the sales of the Shares pursuant to, nor the Company's performance of its obligations under, this Agreement shall (i) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Shares or any of the assets of the Company. The Shares shall not subject the Investor to personal liability by reason of the ownership thereof.

Appears in 6 contracts

Samples: Regulation S Subscription Agreement (Tianli Agritech, Inc.), Regulation S Subscription Agreement (Aoxin Tianli Group, Inc.), Regulation S Subscription Agreement (Tianli Agritech, Inc.)

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Exemption from Registration; Valid Issuances. The sale and issuance of the Shares, in accordance with the terms and on the bases of the representations and warranties of the Investor undersigned set forth herein, may and shall be properly issued by the Company to the Investor undersigned pursuant to any applicable federal or state law. When issued and paid for as herein provided provided, the Shares shall be duly and validly issued, fully paid, and non-assessablenonassessable. Neither the sales of the Shares pursuant to, nor the Company's performance of its obligations under, this Agreement shall (i) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Shares or any of the assets of the Company. The Shares shall not subject the Investor undersigned to personal liability by reason of the ownership thereof.

Appears in 3 contracts

Samples: Entertainment Art, Inc., Your Internet Defender, Inc, Enterologics, Inc.

Exemption from Registration; Valid Issuances. The sale and issuance of the Shares, in accordance with the terms and on the bases of the representations and warranties of the Investor undersigned set forth herein, may and shall be properly issued by the Company to the Investor undersigned pursuant to any applicable federal or state law. When issued and paid for as herein provided provided, the Shares shall be duly and validly issued, fully paid, and non-assessablenonassessable. Neither the sales of the Shares pursuant to, nor the Company's performance of its obligations under, this Agreement shall (i) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Shares or any of the assets of the Company. The Shares shall not subject the Investor undersigned to personal liability by reason of the ownership thereof.

Appears in 3 contracts

Samples: Regulation S Subscription Agreement (Casey Corp Inc), Regulation S Subscription Agreement (Watchtower, Inc.), Regulation S Subscription Agreement (Fenario Inc)

Exemption from Registration; Valid Issuances. The sale and issuance of the Shares, in accordance with the terms and on the bases of the representations and warranties of the Investor undersigned set forth herein, may and shall be properly issued by the Company to the Investor undersigned pursuant to any applicable federal or state law. When issued and paid for as herein provided provided, the Shares shall be duly and validly issued, fully paid, and non-assessablenonassessable. Neither the sales of the Shares pursuant to, nor the Company's ’s performance of its obligations under, this Agreement shall (i) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Shares or any of the assets of the Company. The Shares shall not subject the Investor undersigned to personal liability by reason of the ownership thereof.

Appears in 2 contracts

Samples: Regulation S Subscription Agreement (Rfi Technologies, Inc.), Regulation S Subscription Agreement (eSimple, Inc.)

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Exemption from Registration; Valid Issuances. The sale and issuance of the Shares, in accordance with the terms and on the bases of the representations and warranties of the Investor Purchasers set forth herein, may and shall be properly issued by the Company to the Investor Purchasers pursuant to any applicable federal or state law. When issued and paid for as herein provided provided, the Shares shall be duly and validly issued, fully paid, and non-assessablenonassessable. Neither the sales of the Shares pursuant to, nor the Company's performance of its obligations under, this Agreement shall (i) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Shares or any of the assets of the Company. The Shares shall not subject the Investor Purchasers to personal liability by reason of the ownership thereof.

Appears in 1 contract

Samples: Securities Purchase Agreement (DanDrit Biotech USA, Inc.)

Exemption from Registration; Valid Issuances. The sale and issuance of the Shares, in accordance with the terms and on the bases of the representations and warranties of the Investor undersigned set forth herein, may and shall be properly issued by the Company to the Investor undersigned pursuant to any applicable federal or state law. When issued and paid for as herein provided provided, the Shares shall be duly and validly issued, fully paid, and non-assessablenonassessable. Neither the sales of the Shares pursuant to, nor the Company's ’s performance of its obligations under, this Agreement shall (i) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Shares or any of the assets of the Company. The Shares shall not subject the Investor undersigned to personal liability by reason of the ownership thereof.

Appears in 1 contract

Samples: Regulation D Subscription Agreement (Map Financial Group, Inc.)

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