Offering Valid. Assuming the accuracy of the representations and warranties of the Seller contained in Article 3 hereof, the offer, sale and issuance of the Equity Consideration will be exempt from the registration requirements of the 1933 Act, and will have been registered or qualified (or exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws.
Appears in 4 contracts
Sources: Asset Purchase Agreement (Synergy CHC Corp.), Asset Purchase Agreement (Synergy CHC Corp.), Asset Purchase Agreement (Synergy CHC Corp.)
Offering Valid. Assuming the accuracy of the representations and warranties of the Seller Purchaser contained in Article Section 3 hereof, the offer, sale and issuance of the Equity Consideration Notes and the Conversion Shares will be exempt from the registration requirements of the 1933 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 4 contracts
Sources: Convertible Note Purchase Agreement (Picard Medical, Inc.), Convertible Note Purchase Agreement (Picard Medical, Inc.), Convertible Note Purchase Agreement (Picard Medical, Inc.)
Offering Valid. Assuming the accuracy of the representations and warranties of the Seller Purchaser contained in Article Section 3 hereof, the offer, sale and issuance of the Equity Consideration Stock will be exempt from the registration requirements of the 1933 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 (Dynamic Leisure Corp), Common Stock Purchase Agreement (Dynamic Leisure Corp), Common Stock Purchase Agreement (Dynamic Leisure Corp)
Offering Valid. Assuming the accuracy of the representations and warranties of the Seller Purchaser contained in Article Section 3 hereof, the offer, sale and issuance of the Equity Consideration Notes and the Conversion Shares will be exempt from the registration requirements of the 1933 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: Convertible Note Purchase Agreement (Picard Medical, Inc.), Convertible Note Purchase Agreement (Picard Medical, Inc.)