Securities Exemption. The offer and sale of the Securities to each Investor pursuant to this Agreement shall be exempt from the registration requirements of the Securities Act and the registration and/or qualification requirements of all other applicable state securities laws.
Securities Exemption. Assuming the accuracy of the representations and warranties of the Purchaser contained in Section 4.3 hereof, the offer, sale and issuance of the Shares will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws.
Securities Exemption. The offer and sale of the Purchased -------------------- Shares to the Purchasers pursuant to this Agreement shall be exempt from the registration requirements of the Securities Act, the qualification requirements of the California Securities Law and the registration and/or qualification requirements of all other applicable state securities laws, provided that the Company shall be obligated to use its commercially reasonable efforts to make all filings and take all such other actions required to perfect such exemptions.
Securities Exemption. The Company shall not be required to issue or deliver any certificates for shares of Common Stock purchased upon the exercise of an option (i) prior to the completion of any registration or other qualification of such shares under any state or federal laws or rulings or regulations of any government regulatory body, which the Company shall determine to be necessary or advisable, or (ii) prior to receiving an opinion of counsel satisfactory to the Company that the sale or issuance of such shares is exempt from these registration or qualification requirements.
Securities Exemption. 13.1 The Lenders acknowledge that any Securities issued pursuant hereto will have such hold periods as are required under applicable securities laws and as a result may not be sold, transferred or otherwise disposed, except pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in each case only in accordance with all applicable securities laws.
Securities Exemption. The Subscriber acknowledges his, her or its understanding that the offering and sale of the Securities is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D promulgated thereunder (“Regulation D”). In furtherance thereof, the Subscriber represents and warrants to the Company as follows:
Securities Exemption. The offer and sale of the Preferred Shares to Microsoft pursuant to this Agreement shall be exempt from the registration requirements of the 1933 Act, and the registration and/or qualification requirements of all other applicable state securities laws.
Securities Exemption. Based on the representations of Shareholder in Article IV above, the issuance of the securities pursuant to this Agreement are exempt from registration under the Securities Act.
Securities Exemption. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Series C Shares to, or otherwise approach or communicate in respect of all or any part of such Series C Shares with, any person or persons so as to bring the sale of such Series C Shares by the Company within the registration provisions of the Securities Act. The Company shall seek and obtain all necessary permits and other authorizations or orders of exemption as may be necessary or appropriate under the Kentucky Securities Act and any other applicable state securities laws, with respect to the Company's offer and sale of the Series C Shares and the Conversion Shares
Securities Exemption. The issuance of Parent Common Stock in accordance with this Agreement shall be exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereunder and/or Rule 506 of Regulation D.
