Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers contained in Section 4.2 hereof, the offer, sale and issuance of the Shares and the Preferred Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 35 contracts
Sources: Series a 1 Convertible Preferred Stock Purchase Agreement (K Wave Media Ltd.), Series a 1 Convertible Preferred Stock Purchase Agreement (K Wave Media Ltd.), Series a 1 Convertible Preferred Stock Purchase Agreement (K Wave Media Ltd.)
Offering Valid. Assuming the accuracy of the Investor’s representations and warranties of Purchasers contained in Section 4.2 hereofherein, the offer, sale and issuance of the Shares and the Preferred Conversion Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are will be exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such the Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 29 contracts
Sources: Series a Preferred Stock Subscription Agreement, Series a Preferred Stock Subscription Agreement, Flash Seed Preferred Stock Subscription Agreement
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4.2 hereof, the offer, sale and issuance of the Shares and the Preferred Conversion Shares will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 18 contracts
Sources: Series B Preferred Stock Purchase Agreement (Spirent PLC), Subscription Agreement (Cardionet Inc), Series C Preferred Stock Purchase Agreement (Asia Online LTD)
Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers contained in Section 4.2 hereof, the offer, sale and issuance of the Shares and the Preferred Conversion Shares will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 7 contracts
Sources: Series a Preferred Stock Purchase Agreement (Careguide Inc), Series F Preferred Stock Purchase Agreement (Gen Probe Inc), Series F Preferred Stock Purchase Agreement (Gen Probe Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers contained in Section 4.2 hereof, the offer, sale and issuance of the Shares and the Preferred Conversion Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 7 contracts
Sources: Series a Convertible Preferred Stock Purchase Agreement (K Wave Media Ltd.), Series a Convertible Preferred Stock Purchase Agreement (K Wave Media Ltd.), Series B Preferred Stock Purchase Agreement (Nocimed, Inc.)
Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers contained in Section 4.2 hereof, the offer, sale and issuance of the Shares and the Preferred Conversion Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 7 contracts
Sources: Series F Preferred Stock Purchase Agreement (LendingClub Corp), Series E Preferred Stock Purchase Agreement (LendingClub Corp), Series D Preferred Stock Purchase Agreement (LendingClub Corp)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4.2 hereof, the offer, sale and issuance of the Shares and the Preferred Conversion Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 4 contracts
Sources: Series D Convertible Preferred Stock Purchase Agreement (Inphonic Inc), Series D 3 Convertible Preferred Stock Purchase Agreement (Inphonic Inc), Series D 2 Convertible Preferred Stock Purchase Agreement (Inphonic Inc)
Offering Valid. Assuming the accuracy of the Purchaser’s representations and warranties of Purchasers contained in Section 4.2 hereofherein, the offer, sale and issuance of the Shares and the Preferred Conversion Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are will be exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such the Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 4 contracts
Sources: Subscription Agreement, Series Aa Preferred Stock Subscription Agreement, Series a Preferred Stock Subscription Agreement (Avangard Capital Group, Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers Purchaser contained in Section 4.2 hereof, the offer, sale and issuance of the Shares and the Preferred Conversion Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 4 contracts
Sources: Research Collaboration and License Agreement (Five Prime Therapeutics Inc), Research Collaboration and License Agreement (Five Prime Therapeutics Inc), Series a Preferred and Common Stock Purchase Agreement (Telecom Communications Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4.2 hereof, the offer, sale and issuance of the Shares Securities and the Preferred Conversion Shares will be exempt from the registration requirements of the Securities Act, Act and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares Securities to any person or persons so as to bring the sale of such Shares Securities by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 4 contracts
Sources: Series E Preferred Stock and Warrant Purchase Agreement (American Technology Corp /De/), Series B Preferred Stock and Warrant Purchase Agreement (American Technology Corp /De/), Series D Preferred Stock and Warrant Purchase Agreement (American Technology Corp /De/)
Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers contained in Section 4.2 4 hereof, the offer, sale and issuance of the Shares and the Preferred Conversion Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 3 contracts
Sources: Series B Convertible Preferred Stock Purchase Agreement (Vocodia Holdings Corp), Series a Convertible Preferred Stock Purchase Agreement (La Rosa Holdings Corp.), Series B Convertible Preferred Stock Purchase Agreement (Vocodia Holdings Corp)
Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers each Purchaser contained in Section 4.2 hereof, the offer, sale sale, and issuance of the Shares and the Preferred Conversion Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit permit, or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 3 contracts
Sources: Series H Convertible Preferred Stock Purchase Agreement (Bioject Medical Technologies Inc), Series F Convertible Preferred Stock Purchase Agreement (Bioject Medical Technologies Inc), Series G Convertible Preferred Stock Purchase Agreement (Bioject Medical Technologies Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers the Purchaser contained in Section 4.2 4.5 hereof, the offer, sale and issuance of the Shares and the Preferred Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) qualification under the registration, permit or qualification requirements of all applicable state securities lawsLaws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions requirements of the Securities Act or any state securities lawsAct.
Appears in 2 contracts
Sources: Collaboration, License and Option Agreement (Cue Biopharma, Inc.), Collaboration, License and Option Agreement (Cue Biopharma, Inc.)
Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers Seller contained in Section 4.2 hereof2.16, the offer, sale and issuance of the Shares and the Preferred Shares Securities will be exempt from the registration requirements of the Securities Act, Act and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company Purchaser nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares Securities to any person Person or persons Persons so as to bring the sale of such Shares Securities by the Company Purchaser within the registration provisions of the Securities Act or any state securities laws.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Accelrys, Inc.), Asset Purchase Agreement (Symyx Technologies Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4.2 4 hereof, the offer, sale and issuance of the Shares and the Preferred shares of Common Stock issuable upon conversion of the Shares are and will be exempt from the registration requirements of the Securities Act, Act and will have been registered or qualified (or are exempt from registration and qualification) qualification under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities lawslaw.
Appears in 2 contracts
Sources: Series D Preferred Stock Purchase Agreement (Insweb Corp), Series E Preferred Stock Purchase Agreement (Insweb Corp)
Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers Purchaser contained in Section 4.2 hereof, the offer, sale and issuance of the Shares and the Preferred Conversion Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities lawsAct.
Appears in 2 contracts
Sources: License Agreement (Ironwood Pharmaceuticals Inc), License Agreement (Ironwood Pharmaceuticals Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers the Creditor contained in Section 4.2 7 hereof, the offer, sale and issuance of the Shares and the Preferred Conversion Shares will be exempt from the registration requirements of the Securities Act, Act and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 2 contracts
Sources: Debt Exchange Agreement (La Rosa Holdings Corp.), Debt Exchange Agreement (La Rosa Holdings Corp.)
Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers the Investors contained in Section 4.2 hereofArticle 5 below, the offer, sale sale, and issuance of the Shares and the Preferred Shares Securities will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit permit, or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares Securities to any person or persons so as to bring the sale of such Shares Securities by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 2 contracts
Sources: Stock Purchase, Loan and Security Agreement (Beamz Interactive Inc), Bridge Loan, Stock Purchase and Security Agreement (Beamz Interactive Inc)
Offering Valid. Assuming the accuracy of the Purchaser’s representations and warranties of Purchasers contained in Section 4.2 hereofherein, the offer, sale and issuance of the Shares and the Preferred Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are will be exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such the Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 2 contracts
Sources: Common Stock Subscription Agreement (EvaMedia Corp), Common Stock Subscription Agreement (EverythingAmped Corp)
Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers Purchaser contained in Section 4.2 hereof4.2, the offer, sale and issuance of the Shares and the Preferred Conversion Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 2 contracts
Sources: Respiratory Diseases Research Collaboration and License Agreement (Five Prime Therapeutics Inc), Research Collaboration and License Agreement (Five Prime Therapeutics Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers the Purchaser contained in Section 4.2 4 hereof, the offer, sale and issuance of the Shares, the Warrants, the Warrant Shares and the Preferred Conversion Shares will be exempt from the registration requirements of the Securities Act, Act and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons or take any other action so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 2 contracts
Sources: Investment Agreement (America Online Inc), Investment Agreement (Tivo Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers the Contributing Stockholder contained in Section 4.2 2.28 hereof, the offer, sale and issuance of the Shares and the Preferred Conversion Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 1 contract
Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers Buyer contained in Section 4.2 2.2(c), (d), (e), (f) and (g) hereof, the offer, sale and issuance of the Shares and the Preferred Shares will be exempt from the registration requirements of the Securities Act, Act and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 1 contract
Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers the Preferred Holder contained in Section 4.2 hereof, the offer, sale exchange of the Prior Shares for the New Shares and the issuance of the Shares and the Preferred Conversion Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 1 contract
Sources: Preferred Stock Exchange Agreement (Dolphin Digital Media Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers GM contained in Section 4.2 Article 2 hereof, the offer, sale and issuance of the Shares and shares of the Preferred Acquired Shares will be exempt from the registration requirements of the Securities Act, Act and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell purchase or has offered to sell or will offer to sell all or any part of the Shares shares of Common Stock to any person or persons so as to bring the sale of such Shares shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 1 contract
Offering Valid. Assuming the accuracy of the representations and -------------- warranties of Purchasers Shareholder and the Company contained in Section 4.2 Article II hereof, the offer, sale and issuance of the Shares and the Preferred Common Shares will be exempt from the registration requirements of the Securities Act, Act and will when issued have been registered or qualified (or are will be exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company ▇▇▇▇▇▇▇▇.▇▇▇ nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company ▇▇▇▇▇▇▇▇.▇▇▇ within the registration provisions of the Securities Act or any state securities lawsAct.
Appears in 1 contract
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4.2 hereof5.2, the offer, sale and issuance of the Shares and the Preferred Conversion Shares will be exempt from the registration requirements of the Securities ActAct of 1933, and will have been be registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 1 contract
Sources: Series Seed Convertible Preferred Stock Purchase Agreement (Digital Turbine, Inc.)
Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers the Purchaser contained in Section 4.2 hereof5.4, the offer, sale offer and issuance of the Shares and the Preferred Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale offer and issuance of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 1 contract
Sources: Common Stock Issuance Agreement (Summit Therapeutics Inc.)
Offering Valid. Assuming the truth and accuracy of the -------------- representations and warranties of the Purchasers contained in Section 4.2 3 hereof, the offer, sale and issuance of the Shares and the Preferred Conversion Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities lawsAct.
Appears in 1 contract
Sources: Series D Preferred Stock Purchase Agreement (Worldres Com Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers contained in Section 4.2 hereof, the offer, sale and issuance of the Shares and the Preferred Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (U.S. Auto Parts Network, Inc.)
Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers contained in Section 4.2 hereof4, the offer, sale and issuance of the Shares and the Preferred any Conversion Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares and any Conversion Shares to any person or persons so as to bring the sale of such Shares and any Conversion Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 1 contract
Sources: Series C Convertible Preferred Stock Purchase Agreement (Intercept Pharmaceuticals Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of each of the Purchasers contained in Section 4.2 4 hereof, the offer, sale offer and issuance of the Shares Shares, and the shares of Common Stock issuable upon conversion of the Preferred Shares Shares, are and will be exempt from the registration requirements of the Securities Act, Act and will have been registered or qualified (or are exempt from registration and qualification) qualification under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or nor will solicit any offers to sell or nor has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such the Shares by the Company within the registration provisions of the Securities Act or any state securities lawslaw.
Appears in 1 contract
Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers the Purchaser contained in Section 4.2 4.5 hereof, the offer, sale and issuance of the Shares and the Preferred Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities lawsLaws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state other securities lawsLaws.
Appears in 1 contract
Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers the Purchaser contained in Section 4.2 3.2 hereof, the offer, sale and issuance of the Shares and the Preferred Shares Securities will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares Securities to any person Person or persons Persons so as to bring the sale of such Shares Securities by the Company within the registration provisions requirements of the Securities Act or any state securities laws.Act. (s)
Appears in 1 contract
Sources: Securities Subscription Agreement (General Atlantic LLC)
Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers Sellers contained in Section 4.2 hereof2, the offer, sale and issuance of the Shares and the Preferred Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities lawslaws within the required statutory periods. Neither the Company Buyer nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company Buyer within the registration provisions of the Securities Act or any state securities laws.
Appears in 1 contract
Sources: Securities Purchase Agreement (Sun River Energy, Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers contained in Section 4.2 hereof, the offer, sale and issuance of the Shares and the Preferred Shares Warrant will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares or the Warrant to any person or persons so as to bring the sale of such Shares or the Warrant by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 1 contract
Sources: Stock Purchase Agreement (Omni Bio Pharmaceutical, Inc.)
Offering Valid. Assuming the truth and accuracy of the -------------- representations and warranties of the Purchasers contained in Section 4.2 3 hereof, the offer, sale and issuance of the Shares and the Preferred Conversion Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities lawsAct.
Appears in 1 contract
Sources: Series C Preferred Stock and Warrant Purchase Agreement (Worldres Com Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers the Purchaser contained in Section 4.2 5 hereof, the offer, sale and issuance of the Shares and the Preferred Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities lawsSecurities Laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities lawsSecurities Laws.
Appears in 1 contract
Sources: Common Share Purchase Agreement (Blacksands Petroleum, Inc.)
Offering Valid. Assuming the accuracy of the representations and warranties of Purchasers Purchaser contained in Section 4.2 3.2 hereof, the offer, sale and issuance of the Shares and the Preferred Shares will be exempt from the registration requirements of the Securities Act, Act and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will taken any action to, nor has any plans to, solicit any offers to sell or has offered offer to sell or will offer to sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Regulus Therapeutics Inc.)