Common use of Offering Valid Clause in Contracts

Offering Valid. Assuming the accuracy of the representations and warranties of Investors contained in Article II hereof, the offer, sale and issuance of the 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 Securities to any person or persons so as to bring the sale of such Securities by the Company within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of Investors Seller contained in Article II hereofSection 2.16, the offer, sale and issuance of the 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 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 Securities to any person Person or persons Persons so as to bring the sale of such Securities by the Company Purchaser within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the accuracy of the Purchaser’s representations and warranties of Investors contained in Article II hereofherein, the offer, sale and issuance of the Securities Shares will be exempt from the registration requirements of the Securities Act 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 Securities Shares to any person or persons so as to bring the sale of such Securities the Shares by the Company within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of the Investors contained in Article II hereof5 below, the offer, sale sale, and issuance of the 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 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 Securities to any person or persons so as to bring the sale of such Securities by the Company within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the accuracy of the Investor’s representations and warranties of Investors contained in Article II hereofherein, the offer, sale and issuance of the Securities will be exempt from the registration requirements of the Securities Act 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 Securities Shares to any person or persons so as to bring the sale of such Securities the Shares by the Company within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of Investors contained in Article II hereof, the offer, sale and issuance of the 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 Companies nor any agent on its their 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 Securities to any person or persons so as to bring the sale of such Securities by the Company Companies within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of Investors the Purchaser contained in Article II Section 3.2 hereof, the offer, sale and issuance of the 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 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 Securities to any person or persons so as to bring the sale of such Securities by the Company within the registration provisions of the Securities Act or any state securities laws.