Exemptions from Securities Laws. Subject to the accuracy of the representations and warranties of the Investors set forth in Section 5 hereof, the provisions of Section 5 of the Securities Act are inapplicable to the offering, issuance, sale and delivery of the Series G Shares and the Reserved Shares, and no consent, approval, qualification or registration or filing under any state securities laws is required in connection therewith, except exemptive filings that have been made or that are not required to be made until after the Initial Closing or any Additional Closing and that shall be made on a timely basis.
Exemptions from Securities Laws. Subject to the accuracy of the representations and warranties of MDI set forth in Section 4.19 hereof, the provisions of Section 5 of the Securities Act are inapplicable to the offering, issuance, sale and delivery of the eLot Shares by virtue of the exemption afforded by Section 4(2) of the Securities Act, and no consent, approval, qualification or registration or filing under any state securities or blue sky laws is required in connection therewith.
Exemptions from Securities Laws. Subject to the accuracy of the representations and warranties of the Purchasers set forth in Section 3 hereof as of the date hereof and as of the date of any closing hereunder, the provisions of Section 5 of the federal Securities Act of 1933, as amended (the "Act") are inapplicable to the offering, issuance, sale and delivery of the Notes and the Warrants, and no consent, approval, qualification or registration or filing under any state securities or blue sky laws is required in connection therewith except such as have been obtained or such as may be filed, or will be filed, after the closing relating to such Notes and Warrants.
Exemptions from Securities Laws. Subject to the accuracy of the representations and warranties of the Investor set forth in Section 4 hereof, the offer, issuance, sale and delivery of shares of the Securities are, and the issuance of the Common Stock and Warrant Shares will be, exempt from the provisions of Section 5 of the Securities Act, and no consent, approval, qualification or registration or filing under any state securities laws is required in connection therewith, except such exemptive filings as are required to be made under applicable securities laws and shall be made on a timely basis.
Exemptions from Securities Laws. Subject to the accuracy of the representations and warranties of UNIVERSITY set forth in Section 3, the provisions of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”) are inapplicable to the offering, issuance, sale and delivery of the Shares by virtue of the exemption afforded by Section 4(2) of the Securities Act, and no consent, approval, qualification or registration or filing under any state securities or “Blue Sky” laws is required in connection therewith, except for such filings which are required or permitted to be made after the Closing and which will be made on a timely basis by the Corporation.
Exemptions from Securities Laws. Provided that the representations made by the Seller in Section 3.26 of this Agreement remain true and accurate on the Closing Date, the issuance of the Share Consideration by Viking to the Seller will be exempt from the registration requirements of the Securities Act, and no document will be required to be filed, no proceeding will be required to be taken and no permit, approval, consent or authorization will be required to be obtained by Viking under the applicable Securities Laws in connection with such issuance, other than Current Reports on Form 8-K, if applicable.
Exemptions from Securities Laws. Subject to the accuracy of the representations and warranties of the Investors set forth in Section 5 hereof, the provisions of Section 5 of the Securities Act are inapplicable to the offering, issuance, sale and delivery of the Shares and the Reserved Shares, and no consent, approval, qualification or registration or filing under any state securities or blue sky laws is required in connection therewith, except such exemptive filings as are required to be made, and shall be made, following the Closing, or such exemptive filings as shall have been made prior to and are in effect on and as of the Closing.
Exemptions from Securities Laws. Subject to the accuracy of the representations and warranties of the Investor set forth in SECTION 6 hereof, the provisions of Section 5 of the Securities Act are inapplicable to the offering, issuance, sale and delivery of the Series C-1 Shares and the Reserved Shares, and no consent, approval, qualification or registration or filing under any state securities laws is required in connection therewith, except the exemptive filings set forth on Schedule 5.26, which are not required to be made until after the SPA Closing and which shall be made on a timely basis.
Exemptions from Securities Laws. Subject to the accuracy of the representations and warranties of GFVentures in Section 3, the provisions of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), are inapplicable to the offering, issuance, and delivery of the Shares, and no approval, registration or filing under any securities laws of any state is required in connection therewith, except such exemptive filings, if any, as are required to be made and will be made on a timely basis.
Exemptions from Securities Laws. The issuance of and the distribution under the Plan, of the New Notes and the Guarantee thereof by Holdings shall be exempt from registration under the Securities Act and any other applicable securities laws to the fullest extent permitted by section 1145 of the Bankruptcy Code. Pursuant to section 1145 of the Bankruptcy Code, the New Notes will be freely transferable by the recipients thereof any may be resold without registration under the Securities Act or other federal securities laws pursuant to the exemptions provided by section 4(a)(1) of the Securities Act, unless the Holder is an “underwriter” with respect to New Notes, as that term is defined in section 1145(b) of the Bankruptcy Code. In addition, such section 1145 exempt securities generally may be resold without registration under state securities laws pursuant to various exemptions provided by the respective laws of the several states.
