Offering. Subject in part to the truth and accuracy of the Investor’s representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement is exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 14 contracts
Samples: Securities Purchase Agreement (Nano Vibronix, Inc.), Securities Purchase Agreement (NanoVibronix, Inc.), Securities Purchase Agreement (Nano Vibronix, Inc.)
Offering. Subject in part to the truth and accuracy of the Investor’s 's representations set forth in Section 3 4.02 of this Agreement, the offer, sale and issuance of the Securities Notes as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities lawsAct, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 9 contracts
Samples: Convertible Promissory Note Purchase Agreement (3pea International, Inc.), Convertible Promissory Note Purchase Agreement (3pea Technologies Inc.), Convertible Promissory Note Purchase Agreement (3pea Technologies Inc.)
Offering. Subject in part to the truth and accuracy of the each Investor’s 's representations set forth in Section Article 3 of this Agreement, the offer, sale and issuance of the Securities Common Stock and Warrants as contemplated by this Agreement is and the issuance of the securities issuable upon exercise of the Warrants are exempt from the registration requirements of the Securities Act and will not result (as defined in a violation of the qualification or registration requirements of the any applicable state securities lawsSection 2.17), and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 8 contracts
Samples: Common Stock and Warrant Purchase Agreement (Bank One Corp), Purchase Agreement (Fibernet Telecom Group Inc\), Purchase Agreement (Toronto Dominion Texas Inc)
Offering. Subject in part to Assuming the truth and accuracy of the Investor’s representations set forth and warranties of the Investors contained in Section 3 3.2 of this Agreement, the offer, issue, and sale and issuance of the Securities as contemplated by this Agreement is are exempt from the registration and prospectus delivery requirements of the Securities Act and will not result in a violation of the registration or qualification or registration requirements of the any all applicable state securities laws, and neither . Neither the Company nor any authorized agent acting on its behalf will knowingly take any action hereafter that would cause the loss of such exemptionexemptions.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Oramed Pharmaceuticals Inc.), Securities Purchase Agreement (Oramed Pharmaceuticals Inc.), Securities Purchase Agreement (Oramed Pharmaceuticals Inc.)
Offering. Subject in part to the truth and accuracy of the Investor’s 's representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Class A Common Stock as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 5 contracts
Samples: Strategic Alliance Agreement (Theravance Inc), Strategic Alliance Agreement (Theravance Inc), Strategic Alliance Agreement (Theravance Inc)
Offering. Subject in part to the truth and accuracy of the Investor’s representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Common Stock as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action (including any offering of any securities of the Company under circumstances which would require the integration of such offering with the offering of any of the Securities to be issued pursuant to this Agreement under the Securities Act and the rules and regulations of the Commission thereunder) hereafter that would cause the loss of such exemption.
Appears in 4 contracts
Samples: Common Stock Purchase Agreement (Theravance Inc), Common Stock Purchase Agreement (Theravance Inc), Common Stock Purchase Agreement (Theravance Inc)
Offering. Subject in part to the truth and accuracy of the Investor’s each Purchaser's representations and warranties set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 4 contracts
Samples: Preferred Stock Purchase Agreement (Planet Zanett Inc), Preferred Stock Purchase Agreement (Mobility Electronics Inc), Preferred Stock and Warrant Purchase Agreement (Mobility Electronics Inc)
Offering. Subject in part to the truth and accuracy of the each Investor’s representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Shares as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 4 contracts
Samples: Preferred Stock Purchase Agreement (Imperva Inc), Stock Purchase Agreement (Synacor, Inc.), Common Stock Purchase Agreement (RPX Corp)
Offering. Subject in part to the truth and accuracy of the Investoreach Purchaser’s representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Notes as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities lawsLaws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 4 contracts
Samples: Convertible Notes Purchase Agreement (Uber Technologies, Inc), Convertible Notes Purchase Agreement (Uber Technologies, Inc), Convertible Notes Purchase Agreement (Uber Technologies, Inc)
Offering. Subject in part to the truth and accuracy of the Investor’s 's representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities shares as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act Act, and will not result in a violation of have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification or registration requirements of the any all applicable state securities laws, and neither . Neither the Company nor any authorized agent acting on its behalf has taken or will take any action hereafter that would cause the loss of such exemption.
Appears in 3 contracts
Samples: Collaborative Research Agreement (Abgenix Inc), Collaborative Research Agreement (Abgenix Inc), Collaborative Research Agreement (Abgenix Inc)
Offering. Subject in part to the truth and accuracy of the Investor’s Investors' representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption. The issuance of the Conversion Shares upon conversion of the Securities will be exempt from the registration requirement of the Securities Act and applicable state securities laws.
Appears in 3 contracts
Samples: Convertible Preferred Stock Purchase Agreement (ClearStory Systems, Inc.), Convertible Preferred Stock Purchase Agreement (ClearStory Systems, Inc.), Convertible Preferred Stock Purchase Agreement (Insci Corp)
Offering. Subject in part to the truth and accuracy of the Investor’s representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Convertible Note as contemplated by this Agreement is exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 3 contracts
Samples: Note Purchase Agreement (KeyOn Communications Holdings Inc.), Note Purchase Agreement (KeyOn Communications Holdings Inc.), Note Purchase Agreement (California Capital Equity, LLC)
Offering. (i) Subject in part to the truth and accuracy of the each Investor’s representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Notes as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 3 contracts
Samples: Convertible Note Purchase Agreement (DoorDash Inc), Note Purchase Agreement (Redaptive, Inc.), Convertible Note Purchase Agreement (DoorDash Inc)
Offering. Subject in part to the truth and accuracy of the Investor’s 's representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Warrants as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities lawsAct, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 2 contracts
Samples: Warrant Purchase Agreement (Cove Hill Consulting Inc), Warrant Purchase Agreement (Cove Hill Consulting Inc)
Offering. Subject in part to the truth and accuracy of the Investor’s representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Notes and Warrants as contemplated by this Agreement is exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 2 contracts
Samples: Note and Warrant Purchase Agreement (Trulite Inc), Note and Warrant Purchase Agreement (Trulite Inc)
Offering. Subject in part to the truth and accuracy of the each Investor’s 's representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Shares as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities lawsAct, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Bluestone Software Inc), Stock Purchase Agreement (Bluestone Software Inc)
Offering. Subject in part to the truth and accuracy of the each -------- Investor’s 's representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Common Shares and the Warrants as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 2 contracts
Samples: Common Stock and Warrant (Ginsburg Scott K), Common Stock Purchase Agreement (Ginsburg Scott K)
Offering. Subject in part to the truth and accuracy of the Investor’s each Purchaser's representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement is are, to the Company's knowledge, exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will knowingly take any action hereafter that would cause the loss of such exemption.
Appears in 2 contracts
Samples: Convertible Note Purchase Agreement (Pets Com Inc), Preferred Stock Purchase Agreement (Pets Com Inc)
Offering. Subject in part to the truth and accuracy of the Investor’s 's representations and warranties set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 2 contracts
Samples: Warrant Purchase Agreement (Mobility Electronics Inc), Stock and Warrant Purchase Agreement (Mobility Electronics Inc)
Offering. Subject in part to the truth and accuracy of the Investor’s 's representations set forth in Section 3 of this AgreementSections 3.2 and 3.3 below, the offer, sale and issuance of the Securities Purchased Shares as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any all other applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Brightstar Information Technology Group Inc), Stock Purchase Agreement (Brightstar Information Technology Group Inc)
Offering. Subject in part to the truth completeness and accuracy of the each Investor’s 's representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Notes and Warrants as contemplated by this Agreement is is, and the issuance of the Warrant Shares in accordance with the terms of the Warrants will be, exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 2 contracts
Samples: Note and Warrant Purchase Agreement (DSL Net Inc), Note and Warrant Purchase Agreement (DSL Net Inc)
Offering. Subject in part to the truth and accuracy of the Investor’s Investors’ representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the registration or qualification or registration requirements of the any applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 2 contracts
Samples: Series C Preferred Stock Purchase Agreement (Trans1 Inc), Series C Preferred Stock Purchase Agreement (Trans1 Inc)
Offering. Subject in part to the truth and accuracy of the each Investor’s representations set forth in Section Article 3 of this Agreement, the offer, sale and issuance of the Securities Common Stock and Warrants as contemplated by this Agreement is and the issuance of the securities issuable upon exercise of the Warrants are exempt from the registration requirements of the Securities Act and will not result (as defined in a violation of the qualification or registration requirements of the any applicable state securities lawsSection 2.17), and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 2 contracts
Samples: Common Stock and Warrant (Ibm Credit Corp), Common Stock and Warrant Purchase Agreement (Ibm Credit Corp)
Offering. Subject in part to the truth and accuracy of the Investor’s 's representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Common Shares and the Warrants as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 2 contracts
Samples: Warrant Purchase Agreement (Digital Generation Systems Inc), Warrant Purchase Agreement (Ginsburg Scott K)
Offering. Subject in part to the truth and accuracy of the each Investor’s 's representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Common Shares and the Warrants as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Technology Crossover Management Ii LLC), Common Stock and Warrant (Technology Crossover Management Ii LLC)
Offering. Subject in part to the truth and accuracy of the Investor’s 's representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Shares as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (E Sync Networks Inc), Stock Purchase Agreement (U S Wireless Data Inc)
Offering. Subject in part to the truth and accuracy of the InvestorPurchaser’s representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Shares as contemplated by this Agreement is are exempt from the registration requirements of Section 5 of the Securities Act Act, and will not result in a violation of the qualification or registration requirements of the any all applicable state securities laws, laws or any required filings shall have been made and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 2 contracts
Samples: Conversion and Common Stock Purchase Agreement (Lescarden Inc), Common Stock Purchase Agreement (Lescarden Inc)
Offering. Subject in part to the truth and accuracy of the Investor’s Investor representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption. The issuance of the Conversion Shares upon conversion of the Securities will be exempt from the registration requirement of the Securities Act and applicable state securities laws.
Appears in 2 contracts
Samples: Convertible Preferred Stock Purchase Agreement (Insci Corp), Series C Convertible Preferred Stock Purchase Agreement (SCP Private Equity Partners Ii Lp)
Offering. Subject in part to the truth and accuracy validity of the Investor’s 's representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Purchased Shares as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification qualification, or registration or exemption requirements of the under any applicable state securities laws, and neither . Neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemptionexemptions.
Appears in 2 contracts
Samples: Series a Preferred (Azul Holdings Inc), Series a Preferred (Cadmus Communications Corp/New)
Offering. Subject in part to the truth and accuracy of the each -------- Investor’s 's representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Memry Corp), Securities Purchase Agreement (Memry Corp)
Offering. Subject in part to the truth and accuracy of the each Investor’s representations set forth in Section 3 ARTICLE III of this Agreement, the offer, sale and issuance of the Securities Common Stock as contemplated by this Agreement is are exempt from the registration or qualification requirements of the Securities Act Act, and will not result in a violation of the qualification or registration requirements of the any applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Firepond, Inc.), Common Stock Purchase Agreement (FP Tech Holdings, LLC)
Offering. Subject in part to the truth and accuracy of the Investor’s representations set forth in Section 3 of this Agreement2 hereof, the offer, sale and issuance of the Securities Shares as contemplated by this Agreement is exempt from the registration requirements of the Securities Act and will not result in a violation of the registration or qualification or registration requirements of the any applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Crimson Forest Entertainment Group Inc.), Stock Purchase Agreement (Nara Bancorp Inc)
Offering. Subject in part to the truth and accuracy of the each Investor’s representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Notes and the Warrants as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 2 contracts
Samples: Note and Warrant Purchase Agreement (Via Pharmaceuticals, Inc.), Note and Warrant Purchase Agreement (Via Pharmaceuticals, Inc.)
Offering. Subject in part to the truth and accuracy of the Investor’s 's representations set forth in Section 3 of this AgreementAgreement and in the Investment Letter attached hereto as Exhibit A, the offer, sale and issuance of the Securities Shares as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities lawsAct, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Cathel Partners LTD), Stock Purchase Agreement (Construction Technology Industries Inc)
Offering. Subject in part to the truth and accuracy of the Investor’s each Buyer's representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities lawsAct, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 1 contract
Offering. Subject in part to the truth and accuracy of the Investor’s representations and warranties set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 1 contract
Samples: Securities Purchase Agreement (NRX Pharmaceuticals, Inc.)
Offering. (i) Subject in part to the truth and accuracy of the each Investor’s representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Notes as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities laws, and neither none of the Company Note Obligors nor any authorized agent acting on its their behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Gores Metropoulos II, Inc.)
Offering. Subject in part to the truth and accuracy of the Investor’s each -------- Purchaser's representations and warranties set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 1 contract
Samples: Purchase Agreement (Stamps Com Inc)
Offering. Subject in part to the truth and accuracy of the InvestorLender’s representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Purchased Securities as contemplated by this Agreement is exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 1 contract
Samples: Securities Purchase Agreement (Kaching Kaching, Inc.)
Offering. Subject in part to the truth and accuracy of the each Investor’s representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 1 contract
Samples: Series D Preferred Stock and Warrant Purchase Agreement (Great Basin Scientific, Inc.)
Offering. Subject in part to the truth and accuracy of the -------- Investor’s 's representations set forth in Section 3 of this Agreement3, the offer, sale and issuance of the Securities Shares as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities lawsAct, and neither the Stockholder, the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 1 contract
Offering. Subject in part to the truth and accuracy of the each Investor’s 's representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Common Shares, the Warrants and the Warrant Shares as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (Fatbrain Com Inc)
Offering. Subject in part to the truth and accuracy of the Investor’s 's representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Common Stock as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities lawsAct, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 1 contract
Offering. Subject in part to the truth and accuracy of the InvestorSeller’s representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Shares as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act Act, and will not result in a violation of from the registration and qualification or registration requirements of the any applicable state securities laws, and neither the Company Parent nor the Buyer nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemptionexemptions.
Appears in 1 contract
Offering. Subject in part to the truth and accuracy of the InvestorSeller’s representations and warranties set forth in Section 3 3(a) of this Agreement, the offer, sale and issuance of the Securities Shares as contemplated by this Agreement is and will be exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf has taken or will take any action hereafter that would cause the loss of such exemption.
Appears in 1 contract
Samples: Stock Purchase Agreement (First Consulting Group Inc)
Offering. Subject in part to the truth and accuracy of the each Investor’s representations set forth in Section 3 of this Agreement, the offer, sale sale, and issuance of the Securities as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 1 contract
Offering. Subject in part to the truth and accuracy of the Investor’s Investors' representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Common Stock and the Warrants as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities lawsAct, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 1 contract
Offering. Subject in part to the truth and accuracy of each of the Investor’s representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Shares as contemplated by this Agreement is and the Conversion Shares as contemplated by the Restated Certificate are exempt from the registration requirements of Section 5 of the Securities Act Act, and will not result in a violation of the qualification or registration requirements of the any all applicable state securities laws, and neither the Company Company, any Subsidiary nor any authorized agent acting on its their behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 1 contract
Samples: Series D Preferred Stock Purchase Agreement (Homeaway Inc)
Offering. Subject in part to the truth and accuracy of the Investor’s representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Common Stock as contemplated by this Agreement is exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 1 contract
Offering. Subject in part to the truth and accuracy of the Investor’s Investors’ representations and warranties set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities laws, and neither the Company Issuer, the Subsidiary nor any authorized agent acting on its their behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 1 contract
Samples: Subscription Agreement (Aeolus Pharmaceuticals, Inc.)
Offering. Subject in part to the truth and accuracy of the Investor’s representations set forth in Section 3 of this Agreement3, the offer, sale and issuance of the Securities as contemplated by this Agreement is and issued in connection therewith are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 1 contract
Offering. Subject in part to the truth and accuracy of the each Investor’s 's representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Series A Debentures as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 1 contract
Offering. Subject in part to the truth and accuracy of the each -------- Investor’s 's representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Common Shares as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Digital Generation Systems Inc)
Offering. Subject in part to the truth and accuracy of the each Investor’s 's representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Common Shares as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Technology Crossover Management Ii LLC)
Offering. Subject in part to the truth and accuracy of the Investor’s Purchaser's representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 1 contract
Samples: Securities Purchase Agreement (Ascent Solar Technologies, Inc.)
Offering. Subject in part to the truth and accuracy of the each Investor’s 's representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Series A Preferred as contemplated by this Agreement is exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Bab Holdings Inc)
Offering. Subject in part to Assuming the truth and accuracy of the each Investor’s representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Notes and the Conversion Shares as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result (as defined in a violation of the qualification or registration requirements of the any applicable state securities laws, Indenture) and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Appears in 1 contract
Samples: Securities Purchase Agreement
Offering. Subject in part to the truth and accuracy of the Investor’s Investors’ representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption. The issuance of the Conversion Shares upon conversion of the Securities will be exempt from the registration requirement of the Securities Act and applicable state securities laws.
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Samples: Series C Convertible Preferred Stock Purchase Agreement (Selway Partners LLC)
Offering. Subject in part to the truth and accuracy of the each Investor’s 's representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities lawsAct, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
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Offering. Subject in part to the truth and accuracy of the each Investor’s 's representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Stock as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities lawsAct, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
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Offering. (i) Subject in part to the truth and accuracy of the each Investor’s representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Notes as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities laws, including the Securities Act, and neither none of the Company nor Company, the Guarantors, or any authorized agent acting on its their behalf will take any action hereafter that would cause the loss of such exemption.
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Samples: Convertible Note Purchase Agreement (Redaptive, Inc.)
Offering. Subject in part to the truth and accuracy of the each Investor’s representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Shares as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable United States federal and state securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
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Samples: Preferred Stock Purchase Agreement (Qlik Technologies Inc)
Offering. Subject in part to the truth and accuracy of the each Investor’s 's representations set forth in Section 3 of this Agreement, Agreement the offer, sale and issuance of the Securities Notes and the Warrants as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities lawsAct, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
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Offering. Subject in part to the truth and accuracy of the -------- each Investor’s 's representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
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