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
Sources: Convertible Debenture Purchase Agreement (Neotherapeutics Inc), Securities Purchase Agreement (Viisage Technology Inc), Securities Purchase Agreement (Cybershop International 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 10 contracts
Sources: Secured Convertible Debenture Purchase Agreement (Digital Descriptor Systems Inc), Convertible Debenture Purchase Agreement (Computer Concepts Corp /De), Convertible Debenture Purchase Agreement (Composite Industries of America Inc)
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
Sources: Stock Purchase Agreement (Championlyte Holdings Inc), Stock Purchase Agreement (Trezac Corp), 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 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
Sources: Convertible Note Purchase Agreement (Universal Broadband Networks Inc), Convertible Preferred Stock Purchase Agreement (Internet Law Library Inc), Convertible Debenture Purchase Agreement (Horizon Pharmacies Inc)
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
Sources: 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 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
Sources: 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 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
Sources: Securities Purchase Agreement (Pacific Aerospace & Electronics Inc), Convertible Debenture Purchase Agreement (Aquatic Cellulose International Corp), 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
Sources: 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 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
Sources: Preferred Stock Purchase Agreement (Neotherapeutics Inc), Securities Purchase Agreement (K Tel International 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 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
Sources: 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), 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 Purchasers, 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
Sources: Convertible Note Purchase Agreement (Stockgroup Com 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; 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
Sources: Convertible Debenture Purchase Agreement (Eltrax Systems Inc)
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
Sources: 7.50% Convertible Debentures (Verso Technologies 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