Private Offering. Assuming the accuracy of the representations and warranties of the Purchasers set forth in Sections 2.2(b)-(g), the offer, issuance and sale of the Securities to the Purchasers as contemplated hereby are exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). Neither the Company nor any Person acting on its behalf has taken or is, to the knowledge of the Company, contemplating taking any action which could subject the offering, issuance or sale of the Securities to the registration requirements of the Securities Act including soliciting any offer to buy or sell the Securities by means of any form of general solicitation or advertising.
Appears in 21 contracts
Samples: Convertible Debenture Purchase Agreement (Onemain Com Inc), Securities Purchase Agreement (Cel Sci Corp), Convertible Preferred Stock Purchase Agreement (Hearx LTD)
Private Offering. Assuming the accuracy of the representations and warranties of the Purchasers set forth in Sections 2.2(b)-(g), the offer, issuance and sale of the Securities to the Purchasers as contemplated hereby are exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). Neither the Company nor any Person acting on its behalf has taken or is, to the knowledge of the Company, contemplating taking any action which could subject the offering, issuance or sale of the Securities to the registration requirements of the Securities Act including soliciting any offer to buy or sell the Securities by means of any form of general solicitation or advertising.
Appears in 10 contracts
Samples: Execution Copy (Silver Ramona Mining Co), Registration Rights Agreement (Seranova Inc), Convertible Debenture Purchase Agreement (Luminant Worldwide Corp)
Private Offering. Assuming the accuracy of the representations and warranties of the Purchasers set forth in Sections 2.2(b)-(g), the offer, issuance and sale of the Securities to the Purchasers as contemplated hereby are exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"). Neither the Company nor any Person acting on its behalf has taken or is, to the knowledge of the Company, contemplating taking any action which could subject the offering, issuance or sale of the Securities to the registration requirements of the Securities Act including soliciting any offer to buy or sell the Securities by means of any form of general solicitation or advertising.
Appears in 6 contracts
Samples: Convertible Preferred Stock Purchase Agreement (Internet Law Library Inc), Secured Convertible Debenture Purchase Agreement (Accord Advanced Technologies Inc), Convertible Preferred Stock Purchase Agreement (Hawker Pacific Aerospace)
Private Offering. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser set forth in Sections 2.2(b)-(g), the offer, issuance and sale of the Securities to the Purchasers Purchaser as contemplated hereby are exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). Neither the Seller, Company nor any Person acting on its behalf has taken or is, to the knowledge of the Company, is contemplating taking any action which could subject the offering, issuance or sale of the Securities to the registration requirements of the Securities Act including soliciting any offer to buy or sell the Securities by means of any form of general solicitation or advertising.
Appears in 6 contracts
Samples: Stock Purchase Agreement (Championlyte Holdings Inc), Stock Purchase Agreement (Championlyte Holdings Inc), Stock Purchase Agreement (Wellstone Acquisition Corp)
Private Offering. Assuming the accuracy of the representations and warranties of the Purchasers set forth in Sections 2.2(b)-(g), the offer, issuance and sale of the Securities to the Purchasers as contemplated hereby are exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). Neither the Company nor nor, to its knowledge, any Person acting on its behalf has taken or is, to the knowledge of the Company, is contemplating taking any action which could subject the offering, issuance or sale of the Securities to the registration requirements of the Securities Act including soliciting any offer to buy or sell the Securities by means of any form of general solicitation or advertising.
Appears in 4 contracts
Samples: Convertible Preferred Stock Purchase Agreement (E Digital Corp), Convertible Preferred Stock Purchase Agreement (E Digital Corp), Convertible Preferred Stock Purchase Agreement (E Digital Corp)
Private Offering. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser set forth in Sections 2.2(b)-(g), the offer, issuance and sale of the Securities to the Purchasers Purchaser as contemplated hereby are exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). Neither the Company nor any Person acting on its behalf has taken or is, to the knowledge of the Company, contemplating taking any action which could subject the offering, issuance or sale of the Securities to the registration requirements of the Securities Act including soliciting any offer to buy or sell the Securities by means of any form of general solicitation or advertising.
Appears in 4 contracts
Samples: Convertible Debenture Purchase Agreement (Tidel Technologies Inc), Convertible Debenture Purchase Agreement (Tidel Technologies Inc), Convertible Preferred Stock Purchase Agreement (GSV Inc)
Private Offering. Assuming the accuracy of the representations ---------------- and warranties of the Purchasers set forth in Sections 2.2(b)-(g), the offer, issuance and sale of the Securities to the Purchasers as contemplated hereby are exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). Neither the Company nor any Person acting on -------------- its behalf has taken or is, to the knowledge of the Company, contemplating taking any action which could subject the offering, issuance or sale of the Securities to the registration requirements of the Securities Act including soliciting any offer to buy or sell the Securities by means of any form of general solicitation or advertising.
Appears in 3 contracts
Samples: Convertible Debenture Purchase Agreement (Aquatic Cellulose International Corp), Securities Purchase Agreement (Pacific Aerospace & Electronics Inc), Securities Purchase Agreement (Ebaseone Corp)
Private Offering. Assuming the accuracy of the representations and warranties of the Purchasers set forth in Sections 2.2(b)-(g), the offer, issuance and sale of the Securities to the Purchasers as contemplated hereby are exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). Neither the Company nor any Person acting on its behalf has taken or isor, to the knowledge of the Company, is contemplating taking any action which could subject the offering, issuance or sale of the Securities to the registration requirements of the Securities Act including soliciting any offer to buy or sell the Securities by means of any form of general solicitation or advertising.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Fidelity Holdings Inc), Securities Purchase Agreement (Fidelity Holdings Inc), Securities Purchase Agreement (Fidelity Holdings Inc)
Private Offering. Assuming the accuracy of the representations and ---------------- warranties of the Purchasers set forth in Sections 2.2(b)-(g), the offer, issuance and sale of the Securities to the Purchasers as contemplated hereby are exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). Neither the Company nor any Person acting on its behalf has taken or is, to the knowledge of the Company, contemplating taking any action which could subject the offering, issuance or sale of the Securities to the registration requirements of the Securities Act including soliciting any offer to buy or sell the Securities by means of any form of general solicitation or advertising.
Appears in 2 contracts
Samples: Convertible Debenture Purchase Agreement (Amanda Co Inc), Convertible Debenture Purchase Agreement (Amanda Co Inc)
Private Offering. Assuming the accuracy of the representations and warranties of the Purchasers set forth in Sections 2.2(b)-(g), the offer, issuance and sale of the Securities to the Purchasers as contemplated hereby are exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). Neither the Company nor any Person acting on its behalf has taken or is, to the knowledge of the Company, contemplating taking any action which could subject the offering, issuance or sale of the Securities to the registration requirements of the Securities Act including soliciting Act. Neither the Company nor any Person acting on the Company's behalf has solicited any offer to buy or sell the Securities by means of any form of general solicitation or advertising.
Appears in 2 contracts
Samples: Securities Purchase Agreement (K Tel International Inc), Preferred Stock Purchase Agreement (Neotherapeutics Inc)
Private Offering. Assuming the accuracy of the ---------------- representations and warranties of the Purchasers Purchaser set forth in Sections 2.2(b)-(g2.2(b)- (g), the offer, issuance and sale of the Securities to the Purchasers Purchaser as contemplated hereby are exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). Neither the Seller, Company nor any Person acting on its behalf has taken or is, to the knowledge of the Company, is contemplating taking any action which could subject the offering, issuance or sale of the Securities to the registration requirements of the Securities Act including soliciting any offer to buy or sell the Securities by means of any form of general solicitation or advertising.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Trezac International Corp), Stock Purchase Agreement (Trezac International Corp)
Private Offering. Assuming the accuracy of the representations and warranties of the Purchasers set forth in Sections 2.2(b)-(g), the offer, issuance and sale of the Securities to the Purchasers as contemplated hereby are exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"). Neither the Company nor any Person acting on its behalf has taken or is, to the knowledge of the Company, contemplating taking any action which could subject the offering, issuance or sale of the Securities to the registration requirements of the Securities Act including soliciting any offer to buy or sell the Securities by means of any form of general solicitation or advertising. Bermuda law does not restrict or prohibit the ability of the Purchasers to own and convert the Shares, exercise the Warrants or own or trade the Common Stock.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Commodore Holdings LTD)
Private Offering. Assuming the accuracy of the representations and warranties of the Purchasers set forth in Sections 2.2(b)-(g), the offer, issuance and sale of the Securities to the Purchasers as contemplated hereby are exempt from the registration requirements of the Securities Exhibit 10.1 Act of 1933, as amended (the "Securities Act"). Neither the Company nor any Person acting on its behalf has taken or is, to the knowledge of the Company, contemplating taking any action which could subject the offering, issuance or sale of the Securities to the registration requirements of the Securities Act including soliciting any offer to buy or sell the Securities by means of any form of general solicitation or advertising.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Daw Technologies Inc /Ut)
Private Offering. Assuming the accuracy of the representations and warranties of the Purchasers set forth in Sections 2.2(b)-(g)4, the offer, issuance and sale of the Securities to the Purchasers Holders as contemplated hereby are exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"). Neither the Company nor any Person acting on its behalf has taken or is, to the knowledge of the Company, contemplating taking any action which could subject the offering, issuance or sale of the Securities to the registration requirements of the Securities Act including soliciting any offer to buy or sell the Securities by means of any form of general solicitation or advertising.
Appears in 1 contract
Samples: Verso Technologies Inc
Private Offering. Assuming the accuracy of the representations and warranties of the Purchasers set forth in Sections 2.2(b)-(g), the offer, issuance and sale of the Securities to the Purchasers as contemplated hereby are exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). Neither the Company nor any Person acting on its behalf has taken or is, to the knowledge of the Company, contemplating taking any action which could subject the offering, issuance or sale of the Securities to the registration requirements of the Securities Act including soliciting any offer to buy or sell the Securities by means of any form of general solicitation or advertising; provided, however that the Purchasers acknowledge that the Company intends to file a registration statement on Form S-4 in connection with the Cereus Merger Agreement.
Appears in 1 contract
Samples: Convertible Debenture Purchase Agreement (Eltrax Systems Inc)
Private Offering. Assuming the accuracy of the representations and warranties of the Purchasers Lenders set forth in Sections 2.2(b)-(g), the offer, issuance and sale of the Securities to the Purchasers Lenders as contemplated hereby are exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). Neither the Company nor any Person acting on its behalf has taken or is, to the knowledge of the Company, contemplating taking any action which could subject the offering, issuance or sale of the Securities to the registration requirements of the Securities Act including soliciting any offer to buy or sell the Securities by means of any form of general solicitation or advertising.
Appears in 1 contract
