Previous Issuances Exempt. All shares of capital stock and other ------------------------- securities issued by the Company prior to the Closing have been issued in transactions exempt from registration under the Securities Act, and all applicable state securities or "blue sky" laws. The Company has not violated the Securities Act or any applicable state securities or "blue sky" laws in connection with the issuance of any shares of capital stock or other securities prior to the Closing. The Company has not offered any of its capital stock, or any other securities, for sale to, or solicited any offers to buy any of the foregoing from the Company, or otherwise approached or negotiated with any other person in respect thereof, in such a manner as to require registration under the Securities Act.
Previous Issuances Exempt. All shares of capital stock and other securities issued by the Company prior to the Closing Date have been issued in transactions registered under the Securities Act or exempt from the registration requirements under the Securities Act and all applicable state securities or "blue sky" laws, and in compliance with all applicable corporate laws. The Company has not violated the Securities Act or any applicable state securities or "blue sky" laws in 12 18 connection with the issuance of any shares of capital stock or other securities prior to the Closing Date. The Company has not offered any of its capital stock, or any other securities, for sale to, or solicited any offers to buy any of the foregoing from the Company, or otherwise approached or negotiated with any other person in respect thereof, in such a manner as to require registration under the Securities Act. No holder of any of the Company's capital stock has any rescission or pre-emptive rights.
Previous Issuances Exempt. All shares and other securities issued by the Corporation prior to the date hereof have been issued in transactions exempt from the prospectus requirements or registration, as the case may be, under applicable Canadian securities laws and the 1933 Act, and all applicable provincial and state securities or "blue sky" laws or have been distributed or registered, as the case may be, in compliance with all such laws (collectively, "Securities Laws"). The Corporation has not violated the Securities Laws in connection with the issuance of any shares or other securities prior to the date hereof. The Corporation has not offered any of its shares, or any other securities, for sale to, or solicited any offers to buy any of the foregoing from the Corporation, or otherwise approached or negotiated with any other person in respect thereof, in such a manner as to require distribution by prospectus or registration under applicable Securities Laws.
Previous Issuances Exempt. All shares of capital stock and other securities issued by KCAS prior to Closing have been issued in transactions exempt from registration under the Securities Act and all applicable state securities or "blue sky" laws. KCAS has not violated the Securities Act or any applicable state securities or "blue sky" laws in connection with the issuance of any shares of capital stock or other securities prior to the Closing. KCAS has not offered any of its capital stock, or any other securities, for sale to, or solicited any offers to buy any of the foregoing from KCAS, or otherwise approached or negotiated with any other person in respect thereof, in such a manner as to require registration under the Securities Act.
Previous Issuances Exempt. All equity and other securities issued by the Company prior to the Closing Date have been issued in transactions exempt from the registration requirements under the Securities Act and all applicable state securities or "blue sky" Laws, and in compliance with all applicable Laws. The Company has not offered any of its equity, or any other securities, for sale to, or solicited any offers to buy any of the foregoing from the Company, or otherwise approached or negotiated with any other Person in respect thereof, in such a manner as to require registration under the Securities Act. No holder of any of the Company's equity has any rescission rights.
Previous Issuances Exempt. All shares of capital stock and other securities either issued by the Company prior to the Closing Date have been issued in transactions registered under the Securities Act or exempt from the registration requirements under the Securities Act and all applicable state securities or "blue sky" laws, and in compliance with all applicable corporate laws. The Company has not offered any of its capital stock, or any other securities, for sale to, or solicited any offers to buy any of the foregoing from the Company, or otherwise approached or negotiated with any other Person in respect thereof, in such a manner as to require registration under the Securities Act. No holder of any of the Company's capital stock has any rescission or pre-emptive rights.
Previous Issuances Exempt. All shares of Common Stock and other securities issued by the Corporation, including those issued in connection with the Migratory Merger, or by Astralis Pharmaceuticals prior to the Closing Date have been issued in transactions either registered under the Securities Act or exempt from the registration requirements under the Securities Act and all applicable state securities or "blue sky" laws, and in compliance with all applicable corporate laws. Neither the Corporation nor Astralis Pharmaceuticals has offered any of its Common Stock, or any other securities, for sale to, or solicited any offers to buy any of the foregoing from the Corporation or Astralis Pharmaceuticals, as the case may be, or otherwise approached or negotiated with any other Person in respect thereof, in such a manner as to require registration under the Securities Act. No holder of any of the Corporation's capital stock has any rescission or pre-emptive rights.
Previous Issuances Exempt. All shares of capital stock and other securities issued by MTRA since December 31, 1996 prior to Closing have been issued in transactions exempt from registration under the Securities Act and all applicable state securities or "blue sky" laws. Since December 31, 1996, MTRA has not offered any of its capital stock, or any other securities, for sale to, or solicited any offers to buy any of the foregoing from MTRA, or otherwise approached or negotiated with any other person in respect thereof, in such a manner as to require registration under the Securities Act.
Previous Issuances Exempt. All shares of capital stock and other securities issued by EUI prior to the Closing Date have been issued in transactions registered under the Securities Act or exempt from the registration requirements under the Securities Act and all applicable state securities or "blue sky" laws, and in compliance with all applicable corporate laws. EUI has not violated the Securities Act or any applicable state securities or "blue sky" laws in connection with the issuance of any shares of capital stock or other securities prior to the Closing Date. EUI has not offered any of its capital stock, or any other securities, for sale to, or solicited any offers to buy any of the foregoing from EUI, or otherwise approached or negotiated with any other Person in respect thereof, in such a manner as to require registration under the Securities Act. No holder of any of EUI's capital stock has any rescission or pre-emptive rights.
Previous Issuances Exempt. All securities issued by the Company or the Subsidiary prior to the date hereof have been issued in transactions exempt from the prospectus and registration requirements of the Securities Act and all applicable state securities or "blue sky" laws (collectively, "Securities Laws"), or have been distributed or registered, as the case may be, in compliance with all Securities Laws. Neither the Company nor the Subsidiary has violated any Securities Laws in connection with the issuance of any securities prior to the date hereof.
