Common use of Manner of Offering Clause in Contracts

Manner of Offering. Assuming the Purchaser's representations and warranties contained in Section 3.2 are true and correct (a) the Securities are being offered and sold to the Purchaser without registration under the Securities Act in a private placement that is exempt from registration pursuant to Rule 504 of Regulation D of the Securities Act and without registration under the Minnesota Revised Statues, 1986 (the "Minnesota Act") in reliance upon the exemption provided by Section 80A.15.2(a)(1) of the Minnesota Act; and (b) accordingly, the Securities are being issued without restriction and may be freely traded pursuant to Rule 504 of Regulation D of the Securities Act.

Appears in 3 contracts

Samples: Convertible Debenture Purchase Agreement (Empire Energy Corp), Convertible Debenture Purchase Agreement (Scores Holding Co Inc), Convertible Debenture Purchase Agreement (Pacific Fuel Cell Corp)

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Manner of Offering. Assuming the Purchaser's representations and warranties contained in Section 3.2 are true and correct (a) the Securities are being offered and sold to the Purchaser without registration under the Securities Act in a private placement that is exempt from registration pursuant to Rule 504 of Regulation D of the Securities Act and without registration under the Minnesota Revised Statues, 1986 (the "Minnesota Act") in reliance upon the exemption provided by Section 80A.15.2(a)(180A.15.2(g) of the Minnesota ActAct and Administrative Rule 2875.0170; and (b) accordingly, the Securities are being issued without restriction and may be freely traded pursuant to Rule 504 of Regulation D of the Securities Act.

Appears in 2 contracts

Samples: Convertible Debenture Purchase Agreement (Michelex Corp), Convertible Debenture Purchase Agreement (Donobi Inc)

Manner of Offering. Assuming the Purchaser's such Purchasers' representations and warranties contained in Section 3.2 are true and correct (a) the Securities are being offered and sold to the such Purchaser without registration under the Securities Act in a private placement that is exempt from registration pursuant to Rule 504 of Regulation D of the Securities Act and without registration under the Minnesota Revised Statues, 1986 (the "Minnesota Act") in reliance upon the exemption provided by Section 80A.15.2(a)(180A.15.2(g) of the Minnesota ActAct and Administrative Rule 2875.0170; and (b) accordingly, the Securities are being issued without restriction and may be freely traded pursuant to Rule 504 of Regulation D of the Securities Act.

Appears in 1 contract

Samples: Convertible Debenture Purchase Agreement (Blue Moon Group Inc)

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Manner of Offering. Assuming the Purchaser's ’s representations and warranties contained in Section 3.2 are true and correct (a) the Securities are being offered and sold to the Purchaser without registration under the Securities Act in a private placement that is exempt from registration pursuant to Rule 504 of Regulation D of the Securities Act and without registration under the Minnesota Revised Statues, 1986 (the "Minnesota Act") in reliance upon the exemption provided by Section 80A.15.2(a)(180A.15.2(g) of the Minnesota ActAct and Administrative Rule 2875.0170; and (b) accordingly, the Securities are being issued without restriction and may be freely traded pursuant to Rule 504 of Regulation D of the Securities Act.

Appears in 1 contract

Samples: Convertible Debenture Purchase Agreement (Global It Holdings Inc)

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