RECITALS. A. The Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.
Appears in 115 contracts
Samples: Securities Purchase Agreement (Windtree Therapeutics Inc /De/), Securities Purchase Agreement (9 Meters Biopharma, Inc.), Securities Purchase Agreement (Crown Electrokinetics Corp.)
RECITALS. A. The Company and each Buyer Purchaser is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.
Appears in 80 contracts
Samples: Securities Purchase Agreement (Ardea Biosciences, Inc./De), Stock and Warrant Purchase Agreement (Stereotaxis, Inc.), Securities Purchase Agreement (Celator Pharmaceuticals Inc)
RECITALS. A. The Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.
Appears in 51 contracts
Samples: Transaction Agreement (Magnetar Financial LLC), Securities Purchase Agreement (Digital Domain Media Group, Inc.), Securities Purchase Agreement (Oxigene Inc)
RECITALS. A. The Company and each Buyer Purchaser is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.
Appears in 38 contracts
Samples: Securities Purchase Agreement (Ignyta, Inc.), Securities Purchase Agreement (Torchlight Energy Resources Inc), Securities Purchase Agreement (Fate Therapeutics Inc)
RECITALS. A. The Company and each Buyer is Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.
Appears in 30 contracts
Samples: Securities Purchase Agreement (Progenity, Inc.), Securities Purchase Agreement (Bancorp 34, Inc.), Stock Purchase Agreement (RMB Capital Management, LLC)
RECITALS. A. The Company and each the Buyer is are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933for offers and sales to accredited investors afforded, as amended (the “1933 Act”)inter alia, and Rule 506(b) of under Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”), and/or Section 4(2) of the 1933 Act.
Appears in 19 contracts
Samples: Securities Purchase Agreement (Applied Nanotech Holdings, Inc), Securities Purchase Agreement (Brazil Minerals, Inc.), Securities Purchase Agreement (Cirque Energy, Inc.)
RECITALS. A. The Company and each the Buyer is are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) provisions of Regulation D (“"Regulation D”") as promulgated by the United States Securities and Exchange Commission (the “"SEC”") under the Securities Act of 1933, as amended (the "1933 Act") and Section 4(2) under the 1933 Act.;
Appears in 17 contracts
Samples: Securities Purchase Agreement (Ip Voice Com Inc), Registration Rights Agreement (Advanced Optics Electronics Inc), Securities Purchase Agreement (Wizzard Software Corp /Co)
RECITALS. A. The Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.
Appears in 11 contracts
Samples: Securities Purchase Agreement (Pegasi Energy Resources Corporation.), Securities Purchase Agreement (Fuse Science, Inc.), Securities Purchase Agreement (WPCS International Inc)
RECITALS. A. The Company and each Buyer is the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Section 4(a)(2) of the Securities 1933 Act of 1933, (as amended (the “1933 Act”defined below), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission SEC (the “SEC”as defined below) under the 1933 Act.;
Appears in 10 contracts
Samples: Securities Purchase Agreement (Amryt Pharma PLC), Securities Purchase Agreement (Karyopharm Therapeutics Inc.), Securities Purchase Agreement (Solid Biosciences Inc.)
RECITALS. A. The Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) ), as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.
Appears in 10 contracts
Samples: Securities Purchase Agreement (Movano Inc.), Securities Purchase Agreement (TFF Pharmaceuticals, Inc.), Securities Purchase Agreement (Aqua Metals, Inc.)
RECITALS. A. The Company and each Buyer is the Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, (as amended (the “1933 Act”defined below), and and/or Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Securities Act.
Appears in 10 contracts
Samples: Securities Purchase Agreement (AmeriCrew Inc.), Securities Purchase Agreement (White River Energy Corp.), Securities Purchase Agreement (Charge Enterprises, Inc.)
RECITALS. A. The Company and each Buyer is Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.
Appears in 10 contracts
Samples: Stock Purchase Agreement (Twinlab Consolidated Holdings, Inc.), Stock Purchase Agreement (Twinlab Consolidated Holdings, Inc.), Stock Purchase Agreement (Twinlab Consolidated Holdings, Inc.)
RECITALS. A. The Company and each Buyer is the Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, (as amended (the “1933 Act”defined below), and and/or Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Securities Act.
Appears in 9 contracts
Samples: Security Agreement (BioRestorative Therapies, Inc.), Securities Purchase Agreement (Charge Enterprises, Inc.), Securities Purchase Agreement (Charge Enterprises, Inc.)
RECITALS. A. The Company and each Buyer is Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) provisions of Regulation D (“"Regulation D”) "), as promulgated by the United States Securities and Exchange Commission (the “"SEC”") under the 1933 Securities Act of 1933, as amended (the "Securities Act").
Appears in 9 contracts
Samples: Preferred Stock Purchase Agreement (Miravant Medical Technologies), Securities Purchase Agreement (Selfcare Inc), Securities Purchase Agreement (Intellicall Inc)
RECITALS. A. The Company and each Buyer Purchaser is executing and delivering this Agreement agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Securities Act.
Appears in 8 contracts
Samples: Securities Purchase Agreement (Tablemax Corp), Securities Purchase Agreement (Voyager Oil & Gas, Inc.), Securities Purchase Agreement (Mathstar Inc)
RECITALS. A. The Company and each Buyer is Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of Regulation D promulgated under the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) of Regulation D (“Regulation D”) such other Federal and state securities exemptions as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.may be deemed available;
Appears in 8 contracts
Samples: Stock Purchase Agreement (TK Star Design, Inc.), Stock Purchase Agreement (TK Star Design, Inc.), Stock Purchase Agreement (China Global Media Inc)
RECITALS. A. The Company and each Buyer Purchaser is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.
Appears in 8 contracts
Samples: Securities Purchase Agreement (Avalo Therapeutics, Inc.), Securities Purchase Agreement (Dianthus Therapeutics, Inc. /DE/), Securities Purchase Agreement (Aeglea BioTherapeutics, Inc.)
RECITALS. A. The Company and each Buyer is Purchaser are executing and delivering this Agreement agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Securities Act.
Appears in 8 contracts
Samples: Securities Purchase Agreement (Jones Soda Co), Securities Purchase Agreement (Telkonet Inc), Securities Purchase Agreement (HydroGen CORP)
RECITALS. A. The Company and each the Buyer is are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) provisions of Regulation D (“"Regulation D”") as promulgated by the United States Securities and Exchange Commission (the “"SEC”") under the Securities Act of 1933, as amended (the "1933 Act.");
Appears in 8 contracts
Samples: Registration Rights Agreement (Thermacell Technologies Inc), Registration Rights Agreement (Inforetech Wireless Technology Inc), Securities Purchase Agreement (Intercell Corp)
RECITALS. A. The Company and each Buyer Purchaser is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.
Appears in 7 contracts
Samples: Securities Purchase Agreement (Oragenics Inc), Securities Purchase Agreement (Oragenics Inc), Stock Purchase Agreement
RECITALS. A. The Company and each Buyer Investor is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and and/or Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.; and
Appears in 7 contracts
Samples: Securities Purchase Agreement (MEI Pharma, Inc.), Securities Purchase Agreement (ASTROTECH Corp), Securities Purchase Agreement (ASTROTECH Corp)
RECITALS. A. The Company and each Buyer is the Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.
Appears in 6 contracts
Samples: Exchange Agreement (Viggle Inc.), Securities Purchase Agreement (Freeseas Inc.), Exchange Agreement (Viggle Inc.)
RECITALS. A. The Company and each Buyer is the Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Cyalume Technologies Holdings, Inc.), Securities Purchase Agreement (Daystar Technologies Inc), Securities Purchase Agreement (Bluefly Inc)
RECITALS. A. The Company and each the Buyer is are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.
Appears in 6 contracts
Samples: Stock Purchase Agreement (Professional Diversity Network, Inc.), Securities Purchase Agreement (Avant Diagnostics, Inc), Securities Purchase Agreement (Avant Diagnostics, Inc)
RECITALS. A. The Company and each Buyer is Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.
Appears in 5 contracts
Samples: Securities Purchase Agreement (First Bancorp /Nc/), Securities Purchase Agreement (Yadkin Valley Financial Corp), Securities Purchase Agreement (Customers Bancorp, Inc.)
RECITALS. A. The Company and each Buyer is Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Securities Act.
Appears in 5 contracts
Samples: Securities Purchase and Registration Rights Agreement (AIT Therapeutics, Inc.), Securities Purchase and Registration Rights Agreement (AIT Therapeutics, Inc.), Securities Purchase and Registration Rights Agreement (AIT Therapeutics, Inc.)
RECITALS. A. The Company and each the Buyer is are executing and delivering this Agreement in reliance upon the an exemption from securities registration afforded pursuant to Section 4(2) and/or Rule 506 of Regulation D ("Regulation D") as promulgated by Section 4(a)(2the U.S. Securities and Exchange Commission (the "SEC") of under the Securities Act of 1933, as amended (the “1933 "Securities Act”"), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.;
Appears in 5 contracts
Samples: Securities Purchase Agreement (Cogenco International Inc), Securities Purchase Agreement (Cogenco International Inc), Securities Purchase Agreement (Cogenco International Inc)
RECITALS. A. The Company and each Buyer is Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) provisions of Regulation D (“"Regulation D”) "), as promulgated by the United States Securities and Exchange Commission (the “"SEC”") under the 1933 Securities Act of 1933, as amended (the "Securities Act").
Appears in 5 contracts
Samples: Securities Purchase Agreement (Aasche Transportation Services Inc), Securities Purchase Agreement (American Bio Medica Corp), Securities Purchase Agreement (Miravant Medical Technologies)
RECITALS. A. The Company and each Buyer is are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Borqs Technologies, Inc.), Securities Purchase Agreement (Borqs Technologies, Inc.), Securities Purchase Agreement (Skyline Medical Inc.)
RECITALS. A. The Company and each Buyer is the Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of under the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) the provisions of Regulation D (“Regulation D”) ), as promulgated by the United States U.S. Securities and Exchange Commission (the “SEC”) under the 1933 Act.;
Appears in 4 contracts
Samples: Securities Purchase Agreement (United Energy Corp /Nv/), Securities Purchase Agreement (Interpharm Holdings Inc), Securities Purchase Agreement (United Energy Corp /Nv/)
RECITALS. A. The Company and each Buyer Investor is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and and/or Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.;
Appears in 4 contracts
Samples: Securities Purchase Agreement (Entasis Therapeutics Holdings Inc.), Securities Purchase Agreement (Innoviva, Inc.), Securities Purchase Agreement (Lyra Therapeutics, Inc.)
RECITALS. A. The Company and each Buyer Subscriber is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Act.
Appears in 4 contracts
Samples: Subscription Agreement (TherapeuticsMD, Inc.), Subscription Agreement (TherapeuticsMD, Inc.), Subscription Agreement (TherapeuticsMD, Inc.)
RECITALS. A. The Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 Act”), and and/or Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Composite Technology Corp), Securities Purchase Agreement (Wt Holdings Corp), Securities Purchase Agreement (Composite Technology Corp)
RECITALS. A. The Company and each Buyer is are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.
Appears in 4 contracts
Samples: Securities Purchase Agreement (PARETEUM Corp), Securities Purchase Agreement (AYRO, Inc.), Securities Purchase Agreement (PARETEUM Corp)
RECITALS. A. The Company and each Buyer Purchaser is executing and delivering this Agreement in the same form as each other Purchaser, and in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Heritage Oaks Bancorp), Securities Purchase Agreement (Ecb Bancorp Inc), Securities Purchase Agreement (North Valley Bancorp)
RECITALS. A. The Company and each Buyer is Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.
Appears in 4 contracts
Samples: Credit Agreement (Pacific Ethanol, Inc.), Securities Purchase Agreement (Pacific Ethanol, Inc.), Securities Purchase Agreement (Pacific Ethanol, Inc.)
RECITALS. A. The Company and each Buyer is the Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Panacea Life Sciences Holdings, Inc.), Securities Purchase Agreement (Dolphin Entertainment, Inc.), Securities Purchase Agreement (Dolphin Entertainment, Inc.)
RECITALS. A. The Company and each Buyer Purchaser is executing and delivering this Agreement agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 U.S. Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Securities Act.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Swisher Hygiene Inc.), Form of Securities Purchase Agreement (Swisher Hygiene Inc.), Securities Purchase Agreement (Swisher Hygiene Inc.)
RECITALS. A. The Company and each the Buyer is are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), ) and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Lm Funding America, Inc.), Securities Purchase Agreement (Lm Funding America, Inc.), Securities Purchase Agreement (Lm Funding America, Inc.)
RECITALS. A. The Company and each Buyer Purchaser is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Strongbridge Biopharma PLC), Securities Purchase Agreement (Z Trim Holdings, Inc), Securities Purchase Agreement (F&m Bank Corp)
RECITALS. A. The Company and each Buyer is the Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and and/or Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Securities Act.;
Appears in 4 contracts
Samples: Securities Purchase Agreement (Digital Ally Inc), Securities Purchase Agreement (Ault Alliance, Inc.), Securities Purchase Agreement (Tonix Pharmaceuticals Holding Corp.)
RECITALS. A. The Company and each the Buyer is are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2Rule 506 of Regulation D ("Regulation D") of as promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the “1933 "Securities Act”"), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Fonix Corp), Securities Purchase Agreement (Fonix Corp), Securities Purchase Agreement (Fonix Corp)
RECITALS. A. The Company and each Buyer is Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended 1933 (the “1933 Securities Act”), ) and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.
Appears in 3 contracts
Samples: Stock Purchase Agreement (HCSB Financial Corp), Stock Purchase Agreement (Southern States Bancshares, Inc.), Stock Purchase Agreement (Riverview Financial Corp)
RECITALS. A. The Company and each Buyer is the Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and and/or Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Securities Act.; and;
Appears in 3 contracts
Samples: Securities Purchase Agreement (Akerna Corp.), Securities Purchase Agreement (Tonix Pharmaceuticals Holding Corp.), Securities Purchase Agreement (Abeona Therapeutics Inc.)
RECITALS. A. The Company and each Buyer is the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Section 4(a)(2) of the Securities 1933 Act of 1933, (as amended (the “1933 Act”), defined below) and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission SEC (the “SEC”) under the 1933 Act.as defined below);
Appears in 3 contracts
Samples: Securities Purchase Agreement (Krystal Biotech, Inc.), Securities Purchase Agreement (Skye Bioscience, Inc.), Securities Purchase Agreement (Skye Bioscience, Inc.)
RECITALS. A. The Company and each Buyer is the Buyers are executing and delivering this Agreement in reliance upon the exemption exemptions from securities registration afforded by Section 4(a)(2(i) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) provisions of Regulation D (“"Regulation D”") as promulgated by the United States Securities and Exchange Commission (the “"SEC”") under the Securities Act of 1933, as amended (the "1933 Act"), and (ii) Section 4(2) under the 1933 Act.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Detto), Securities Purchase Agreement (Return on Investment Corp), Securities Purchase Agreement (Return on Investment Corp)
RECITALS. A. The Company and Buyer are each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.
Appears in 3 contracts
Samples: Securities Exchange Agreement (Advanced Environmental Recycling Technologies Inc), Subscription Agreement (Net Element, Inc.), Securities Exchange Agreement (H.I.G. Aert, LLC)
RECITALS. A. The Company and each Buyer is Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Gyre Therapeutics, Inc.), Share Purchase Agreement (Netlist Inc), Share Purchase Agreement (Netlist Inc)
RECITALS. A. The Company and each Buyer is the Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) provisions of Regulation D (“Regulation D”) ), as promulgated by the United States U.S. Securities and Exchange Commission (the “SEC”) under the 1933 Securities Act of 1933, as amended (the “Securities Act”).
Appears in 3 contracts
Samples: Securities Purchase Agreement (Canadian Superior Energy Inc), Securities Purchase Agreement (Neurogen Corp), Securities Purchase Agreement (Warburg Pincus Private Equity Viii L P)
RECITALS. A. The Company and each Buyer Purchaser is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Securities Act.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Nephros Inc), Securities Purchase Agreement (Kennedy-Wilson Holdings, Inc.), Note and Warrant Purchase Agreement (Nephros Inc)
RECITALS. A. The Company and each the Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.
Appears in 3 contracts
Samples: Purchase Agreement (SRAX, Inc.), Purchase Agreement (SRAX, Inc.), Purchase Agreement (SRAX, Inc.)
RECITALS. A. The Company and each Buyer Purchaser is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Act).
Appears in 3 contracts
Samples: Securities Purchase Agreement (Streamline Health Solutions Inc.), Securities Purchase Agreement (Ribbon Communications Inc.), Securities Purchase Agreement (Ribbon Communications Inc.)
RECITALS. A. The Company and each Buyer Purchaser is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 "Securities Act”"), and Rule 506(b) 506 of Regulation D (“"Regulation D”") as promulgated by the United States Securities and Exchange Commission (the “SEC”"Commission") under the 1933 Securities Act.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Miv Therapeutics Inc), Common Stock Purchase Agreement (Anacor Pharmaceuticals Inc), Securities Purchase Agreement (I-Level Media Group Inc)
RECITALS. A. The Company and each Buyer is the Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Section 4(a)(24(2) of the Securities Act of 1933, as amended 1933 (the “1933 "Securities Act”), ") and Rule 506(b) of Regulation D (“"Regulation D”") as promulgated by of the United States Securities and Exchange Commission (the “"SEC”") promulgated under the 1933 Securities Act.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Lasersight Inc /De), Securities Purchase Agreement (Lasersight Inc /De), Securities Purchase Agreement (Lasersight Inc /De)
RECITALS. A. The Company and each Buyer is the Subscriber are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Act.
Appears in 3 contracts
Samples: Subscription Agreement (TherapeuticsMD, Inc.), Subscription Agreement (TherapeuticsMD, Inc.), Subscription Agreement (TherapeuticsMD, Inc.)
RECITALS. A. The Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States U.S. Securities and Exchange Commission (the “SEC”) under the 1933 Act.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Freedom Leaf Inc.), Securities Purchase Agreement (Freedom Leaf Inc.), Securities Purchase Agreement (GrowGeneration Corp.)
RECITALS. A. The Company and each Buyer is the Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of under the Securities Act of 1933, as amended (the “1933 Act”), ) and Rule 506(b) the provisions of Regulation D (“Regulation D”) ), as promulgated by the United States U.S. Securities and Exchange Commission (the “SEC”) under the 1933 Act.;
Appears in 2 contracts
Samples: Purchase Agreement (Hearusa Inc), Purchase Agreement (Hearusa Inc)
RECITALS. A. The A.The Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Longfin Corp), Securities Purchase Agreement (Longfin Corp)
RECITALS. A. The Company and each Buyer is are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) and Rule 506 (“Rule 506”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”).
Appears in 2 contracts
Samples: Note Purchase Agreement (Energy Focus, Inc/De), Note Purchase Agreement (Energy Focus, Inc/De)
RECITALS. A. The Company and each Buyer is Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Carver Bancorp Inc), Securities Purchase Agreement (Porter Bancorp, Inc.)
RECITALS. A. The Company and each Buyer is the Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and and/or Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) SEC under the 1933 Securities Act.
Appears in 2 contracts
Samples: Securities Purchase Agreement (GENELUX Corp), Securities Purchase Agreement (Spruce Biosciences, Inc.)
RECITALS. A. The Company and each Buyer is the Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Securities Act.
Appears in 2 contracts
Samples: Intercreditor and Subordination Agreement (Co-Diagnostics, Inc.), Securities Purchase Agreement (Co-Diagnostics, Inc.)
RECITALS. A. The Company and each Buyer the Purchaser is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.
Appears in 2 contracts
Samples: Ordinary Share Purchase Agreement (TuSimple Holdings Inc.), Ordinary Share Purchase Agreement (TuSimple Holdings Inc.)
RECITALS. A. The Company and each Buyer is the Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “"1933 Act”), ") and Rule 506(b) 506 of Regulation D (“"Regulation D”") as promulgated by the United States Securities and Exchange Commission (the “"SEC”") under the 1933 Act.
Appears in 2 contracts
Samples: Note Purchase Agreement (Top Ships Inc.), Note Purchase Agreement (Top Ships Inc.)
RECITALS. A. The Company and each the Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.
Appears in 2 contracts
Samples: Securities Purchase Agreement (U-Vend, Inc.), Securities Purchase Agreement (U-Vend, Inc.)
RECITALS. A. The Company and each Buyer Subscriber is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (together with the “rules and regulations promulgated thereunder, the "1933 Act”"), and Rule 506(b) 506 of Regulation D (“"Regulation D”") as promulgated by the United States Securities and Exchange Commission (the “"SEC”") under the 1933 Act.
Appears in 2 contracts
Samples: Subscription Agreement (KushCo Holdings, Inc.), Subscription Agreement
RECITALS. A. The Company and each Buyer is Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Securities Act.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Clearant Inc), Securities Purchase Agreement (Clearant Inc)
RECITALS. A. The Company and each Buyer the Investor is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Section 4(a)(2) of the Securities 1933 Act of 1933, (as amended (the “1933 Act”defined below), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission SEC (the “SEC”as defined below) under the 1933 Act.
Appears in 2 contracts
Samples: Registration Rights Agreement (Capstone Companies, Inc.), Securities Purchase Agreement (Capstone Companies, Inc.)
RECITALS. A. The Company and each Buyer is Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (the “1933 Securities Act”), and Rule 506(b) of including Regulation D (“Regulation D”) ), as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Securities Act.
Appears in 2 contracts
Samples: Class a Common Stock Purchase Agreement (Document Security Systems Inc), Class a Common Stock Purchase Agreement (Alset EHome International Inc.)
RECITALS. A. The Company and each Buyer is Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.
Appears in 2 contracts
Samples: Upfront Securities Purchase Agreement (Firstsun Capital Bancorp), Securities Purchase Agreement (Castle Creek Capital Partners V, LP)
RECITALS. A. The Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the ““ 1933 Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States U.S. Securities and Exchange Commission (the ““ SEC”) under the 1933 Act.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Valley Forge Composite Technologies, Inc.), Securities Purchase Agreement (Valley Forge Composite Technologies, Inc.)
RECITALS. A. The Company and each Buyer is Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) provisions of Regulation D (“Regulation "REGULATION D”) "), as promulgated by the United States Securities and Exchange Commission (the “"SEC”") under the 1933 ActSecurities Act of 1933, as amended (the "SECURITIES ACT").
Appears in 2 contracts
Samples: Purchase Agreement (Visual Edge Systems Inc), Purchase Agreement (Visual Edge Systems Inc)
RECITALS. A. The Company and each Buyer is the Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.
Appears in 2 contracts
Samples: Securities Purchase Agreement (RHO Ventures VI LP), Securities Purchase Agreement (Bluefly Inc)
RECITALS. A. The Company and each Buyer is the Investors are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 "Securities Act”"), and Rule 506(b) of 506 under Regulation D (“"Regulation D”") as promulgated by the United States Securities and Exchange Commission (the “"SEC”") under the 1933 Securities Act.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Midwest Express Holdings Inc), Registration Rights Agreement (Midwest Express Holdings Inc)
RECITALS. A. The Company and each Buyer is the Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC” or the “Commission”) under the 1933 Securities Act.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Muscle Maker, Inc.), Securities Purchase Agreement (HyreCar Inc.)
RECITALS. A. The Company and each Buyer is the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission SEC (the “SEC”as defined below) under the 1933 Act.;
Appears in 2 contracts
Samples: Securities Purchase Agreement (General Atlantic, L.P.), Securities Purchase Agreement (Immunocore Holdings PLC)
RECITALS. A. The Company and each Buyer Purchaser is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and and/or Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.
Appears in 2 contracts
Samples: Form of Subscription Agreement (E-Waste Corp.), Securities Purchase Agreement (Avadel Pharmaceuticals PLC)
RECITALS. A. The Company and each Buyer is the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Section 4(a)(2) of the Securities 1933 Act of 1933, (as amended (the “1933 Act”defined below), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission SEC (the “SEC”as defined below) under the 1933 Act.;
Appears in 2 contracts
Samples: Securities Purchase Agreement (Vincerx Pharma, Inc.), Securities Purchase Agreement (TFF Pharmaceuticals, Inc.)
RECITALS. A. The Company and each Buyer is the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Section 4(a)(2) of the Securities 1933 Act of 1933, (as amended (the “1933 Act”), defined below) and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission SEC (the “SEC”as defined below) under the 1933 Act.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Silence Therapeutics PLC), Registration Rights Agreement (Silence Therapeutics PLC)
RECITALS. A. The Company and each Buyer Subscriber is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 "Securities Act”"), and Rule 506(b) 506 of Regulation D (“"Regulation D”") as promulgated by the United States Securities and Exchange Commission (the “SEC”"Commission") under the 1933 Securities Act.
Appears in 2 contracts
Samples: Subscription Agreement (SMTC Corp), Seventh Amendment Subscription Agreement (SMTC Corp)
RECITALS. A. The Company and each Buyer is are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Securities Act.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Super League Gaming, Inc.), Securities Purchase Agreement (Interactive Strength, Inc.)
RECITALS. A. The Company Borrower and each Buyer is the Lender are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Securities Act.
Appears in 2 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement (Amarantus Bioscience Holdings, Inc.)
RECITALS. A. The Company and each Buyer Investor is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Digital Brands Group, Inc.), Securities Purchase Agreement (Digital Brands Group, Inc.)
RECITALS. A. The Company and each the Buyer is are executing and delivering this Agreement in reliance upon the exemption exemptions from securities registration afforded by Section 4(a)(2(i) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) provisions of Regulation D (“"Regulation D”") as promulgated by the United States Securities and Exchange Commission (the “"SEC”") under the Securities Act of 1933, as amended (the "1933 Act"), and (ii) Section 4(2) under the 1933 Act.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Rapidtron Inc), Securities Purchase Agreement (Trinity Learning Corp)
RECITALS. A. The Company and each Buyer Investor is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Securities Act.
Appears in 2 contracts
Samples: Convertible Note and Warrant Purchase Agreement (Stratos Renewables CORP), Secured Convertible Note Purchase Agreement (Searchlight Minerals Corp.)
RECITALS. A. The Company and each Buyer is are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Securities Act.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Mullen Automotive Inc.), Securities Purchase Agreement (Net Element, Inc.)
RECITALS. A. The Company Company, the Guarantors and each Buyer is Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Securities Act.
Appears in 2 contracts
Samples: Exchange and Registration Rights Agreement (Venus Concept Inc.), Note Purchase and Registration Rights Agreement (Venus Concept Inc.)
RECITALS. A. The Each of the Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the United States Securities Act of 1933, as amended (the “1933 Act”), and and/or Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.
Appears in 2 contracts
Samples: Debenture Purchase Agreement (Remark Holdings, Inc.), Debenture Purchase Agreement (Remark Holdings, Inc.)
RECITALS. A. The Company and each Buyer is Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.
Appears in 2 contracts
Samples: Note Purchase Agreement (Pacific Ethanol, Inc.), Security Agreement (Pacific Ethanol, Inc.)
RECITALS. A. The Company and each Buyer Investor is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Securities Act.
Appears in 2 contracts
Samples: Securities Purchase Agreement (American Energy Group LTD), Securities Purchase Agreement (FUND.COM Inc.)
RECITALS. A. The Company and each Buyer is the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Section 4(a)(24(2) of and/or Regulation D ("Regulation D"), as promulgated by the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.amended; and
Appears in 2 contracts
Samples: Purchase Agreement (Vitalstream Holdings Inc), Purchase Agreement (Vitalstream Holdings Inc)
RECITALS. A. The Company and each Buyer is are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) 506 of Regulation D (“Regulation "REGULATION D”") as promulgated by the United States Securities and Exchange Commission (the “"SEC”") under the Securities Act of 1933, as amended (the "1933 ActACT").
Appears in 2 contracts
Samples: Securities Purchase Agreement (Mills Corp), Securities Purchase Agreement (Mills Corp)
RECITALS. A. The Company and each Buyer is the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Section 4(a)(2) of the Securities 1933 Act of 1933, (as amended (the “1933 Act”), defined below) and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission SEC (the “SEC”as defined below) under the 1933 Act.thereunder;
Appears in 2 contracts
Samples: Securities Purchase Agreement (Invitae Corp), Securities Purchase Agreement (Invitae Corp)
RECITALS. A. The Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “"1933 Act”"), and Rule 506(b) 506 of Regulation D (“"Regulation D”") as promulgated by the United States Securities and Exchange Commission (the “"SEC”") under the 1933 Act.
Appears in 2 contracts
Samples: Execution Copy Securities Purchase Agreement (Socket Mobile, Inc.), Securities Purchase Agreement (Smart Video Technologies Inc)
RECITALS. A. The Company and each Buyer is the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and ) and/or Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.; and;
Appears in 2 contracts
Samples: Securities Purchase Agreement (Advaxis, Inc.), Securities Purchase Agreement (Advaxis, Inc.)
RECITALS. A. The Company and each Buyer is the Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) provisions of Regulation D (“"Regulation D”") and/or Regulation S, as promulgated by the United States Securities and Exchange Commission (the “"SEC”") under the 1933 Securities Act of 1933, as amended (the "Securities Act").
Appears in 2 contracts
Samples: Preferred Stock and Warrant Purchase Agreement (China Power Equipment, Inc.), Common Stock and Warrant Purchase Agreement (China Power Equipment, Inc.)
RECITALS. A. The Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States U.S. Securities and Exchange Commission (the “SEC”) under the 1933 Act.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Valley Forge Composite Technologies, Inc.), Securities Purchase Agreement (Valley Forge Composite Technologies, Inc.)
RECITALS. A. The Company and each Buyer is Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended amended, or any successor statute, and the rules and regulations promulgated thereunder (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Sunesis Pharmaceuticals Inc), Securities Purchase Agreement (Jazz Pharmaceuticals Inc)
RECITALS. A. The Company and each Buyer Purchaser is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended amended, or any successor statute, and the rules and regulations promulgated thereunder (the “1933 Securities Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.
Appears in 2 contracts
Samples: Second Securities Purchase Agreement (pSivida Corp.), Securities Purchase Agreement (pSivida Corp.)
RECITALS. A. The Company Company, OvaScience and each Buyer is Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and and/or Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.
Appears in 2 contracts
Samples: Stock Purchase Agreement (OvaScience, Inc.), Stock Purchase Agreement (OvaScience, Inc.)
