Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser contained in Section 4.3 hereof, the offer, sale and issuance of the Series C Shares and the 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.
Appears in 3 contracts
Sources: Preferred Stock Purchase Agreement (Williams Communications Group Inc), Preferred Stock Purchase Agreement (Williams Communications Group Inc), Preferred Stock Purchase Agreement (Williams Communications Group Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser contained in Section 4.3 hereof, the offer, sale and issuance of the Series C Shares and the 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.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Telergy Inc /Ny), Common Stock Purchase Agreement (Genelabs Technologies Inc /Ca), Common Stock Purchase Agreement (Veron International LTD)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 4.3 4.2 hereof, the offer, sale and issuance of the Series C Shares and the 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.
Appears in 3 contracts
Sources: Common Stock Purchase Agreement (Bolder Technologies Corp), Common Stock Purchase Agreement (Bolder Technologies Corp), Common Stock Purchase Agreement (Bolder Technologies Corp)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 4.3 4.2 hereof, the offer, sale and issuance of the Series C Shares and the 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.
Appears in 3 contracts
Sources: Series a Convertible Preferred Stock Purchase Agreement (Maxim Pharmaceuticals Inc), Series B Convertible Preferred Stock Purchase Agreement (Maxim Pharmaceuticals Inc), Series a Convertible Preferred Stock Purchase Agreement (Maxim Pharmaceuticals Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser contained in Section 4.3 4 hereof, the offer, sale and issuance of the Series C Shares and the Conversion Shares Warrant 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.
Appears in 2 contracts
Sources: Series C Preferred Stock Purchase Agreement (Qualmark Corp), Series C Preferred Stock Purchase Agreement (Qualmark Corp)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser contained in Section 4.3 4 hereof, the offer, sale and issuance of the Series C Shares and the 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.
Appears in 2 contracts
Sources: Series F Preferred Stock Purchase Agreement (Birch Telecom Inc /Mo), Series G Preferred Stock Purchase Agreement (Birch Telecom Inc /Mo)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 4.3 4 hereof, the offer, sale and issuance of the Series C Shares and the 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.
Appears in 2 contracts
Sources: Series B Preferred Stock Purchase Agreement (Array Biopharma Inc), Preferred and Common Stock Purchase Agreement (Array Biopharma Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 4.3 4.2 hereof, the offer, sale and issuance of the Series C Shares and the 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
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Netlibrary Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 4.3 5.2 hereof, the offer, sale and issuance of the Series C Shares and the Conversion Shares will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities ActSECURITIES 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
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Myogen Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 4.3 4 hereof, the offer, sale and issuance of the Series C Shares and the Conversion Shares will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT") and will have been registered or qualified (qualified, or are exempt from registration and qualification) , under the registration, permit or qualification requirements of all applicable state securities laws.
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Array Biopharma Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 4.3 4 hereof, the offer, sale and issuance of the Series C Shares and the Conversion Shares will be exempt from the registration requirements of the Securities Act of 1933Act, 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
Appears in 1 contract
Sources: Series E Preferred Stock Purchase Agreement (Optimark Holdings Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 4.3 4 hereof, the offer, sale and issuance of the Series C Shares Units and the Conversion Shares will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities ActSECURITIES 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.
Appears in 1 contract
Sources: Unit Purchase Agreement (Financial Commerce Network Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 4.3 4.2 hereof, the offer, sale and issuance of the Series C Shares and the Warrants, the sale and issuance of the Warrant Shares upon exercise of the Warrants and the issuance of the Conversion Shares will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities ActSECURITIES 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.all
Appears in 1 contract
Sources: Second Series E Preferred Stock and Warrant Purchase Agreement (Improvenet Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 4.3 4.2 hereof, the offer, sale and issuance of the Series C Shares and the Conversion Shares will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities ActSECURITIES 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.
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Petroleum Place Inc)