Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the New Securities is exempt from registration under the Securities Act pursuant to the exemption provided by Section 3(a)(9) thereof.
Appears in 11 contracts
Samples: Exchange Agreement (Crown Electrokinetics Corp.), Exchange Agreement (Amyris, Inc.), Exchange Agreement (KushCo Holdings, Inc.)
Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the New Securities Warrant and the Warrant Shares is exempt from registration under the Securities Act pursuant to the exemption provided by Section 3(a)(94(a)(2) thereof.
Appears in 7 contracts
Samples: Exchange Agreement (Origin Life Sciences, Inc.), Exchange Agreement (Origin Life Sciences, Inc.), Exchange Agreement (Origin Life Sciences, Inc.)
Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the New Exchanged Securities is exempt from registration under the Securities Act. The offer and issuance of the Exchanged Securities is exempt from registration under the Securities Act pursuant to the exemption provided by Section 3(a)(9) thereof.
Appears in 4 contracts
Samples: Consent and Exchange Agreement (Wet Seal Inc), And Exchange Agreement (Pacific Ethanol, Inc.), Second Amendment and Exchange Agreement (Pacific Ethanol, Inc.)
Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the New Securities is exempt from registration under the Securities Act pursuant to the exemption provided by Section 3(a)(9) of the Securities Act thereof.
Appears in 4 contracts
Samples: Amendment and Exchange Agreement (Gaucho Group Holdings, Inc.), Amendment and Exchange Agreement (Gaucho Group Holdings, Inc.), Amendment and Exchange Agreement (Gaucho Group Holdings, Inc.)
Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the New Securities is exempt from registration under the Securities 1933 Act pursuant to the exemption provided by Section Rule 3(a)(9) thereof.
Appears in 3 contracts
Samples: Exchange Agreement (RYVYL Inc.), Exchange Agreement (RYVYL Inc.), Exchange Agreement (Toughbuilt Industries, Inc)
Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the New Securities is exempt from registration under the Securities Act Act, pursuant to the exemption provided by Section 3(a)(9) thereof, and applicable state securities laws.
Appears in 3 contracts
Samples: Amendment and Exchange Agreement (Aclarion, Inc.), Exchange Agreement (Evofem Biosciences, Inc.), Exchange Agreement (Evofem Biosciences, Inc.)
Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder Investor contained herein, the offer and issuance by the Company of the New Securities Preferred Shares is exempt from registration under the Securities Act pursuant to the exemption provided by Section 3(a)(9) thereofof the Securities Act.
Appears in 3 contracts
Samples: Exchange Agreement (Galaxy Next Generation, Inc.), Exchange Agreement (Galaxy Next Generation, Inc.), Exchange Agreement (Galaxy Next Generation, Inc.)
Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the New Securities Preferred Shares is exempt from registration under the Securities Act Act, pursuant to the exemption provided by Section 3(a)(9) thereof, and applicable state securities laws.
Appears in 2 contracts
Samples: Amendment and Preferred Exchange Agreement (Evofem Biosciences, Inc.), Exchange Agreement (Evofem Biosciences, Inc.)
Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the New Securities is exempt from registration under the Securities Act pursuant to the exemption provided by Section 3(a)(94(a)(2) and Rule 144(d)(3)(ii) thereof.
Appears in 2 contracts
Samples: Fourth Exchange Agreement (KushCo Holdings, Inc.), Third Exchange Agreement (KushCo Holdings, Inc.)
Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the New Securities Exchange Stock is exempt from registration under the Securities Act pursuant to the exemption provided by Section 3(a)(9) thereof.
Appears in 2 contracts
Samples: Exchange Agreement (China Recycling Energy Corp), Exchange Agreement (China Recycling Energy Corp)
Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the New Securities Exchange Notes is exempt from registration under the Securities Act pursuant to the exemption provided by Section 3(a)(9) thereof.
Appears in 2 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement (Helios & Matheson Analytics Inc.)
Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the New Exchange Securities is exempt from registration under the Securities Act Act, pursuant to the exemption provided by Section 3(a)(9) thereof, and applicable state securities laws.
Appears in 2 contracts
Samples: Amendment and Exchange Agreement (Reliance Global Group, Inc.), Exchange Agreement (iFresh Inc)
Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the New Securities Shares is exempt from registration under the Securities Act pursuant to the exemption provided by Section 3(a)(94(a)(2) thereof.
Appears in 2 contracts
Samples: Exchange Agreement (RetinalGenix Technologies Inc.), Exchange Agreement (RetinalGenix Technologies Inc.)
Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the New Exchange Securities is exempt from registration under the Securities Act pursuant to the exemption provided by Section 3(a)(9) thereof.
Appears in 2 contracts
Samples: Exchange Agreement (Amyris, Inc.), June 2018 Amendment and Exchange Agreement (Helios & Matheson Analytics Inc.)
Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder Investor contained herein, the offer and issuance by the Company of the New Equity Securities is exempt from registration under the Securities Act pursuant to the exemption provided by Section 3(a)(9) thereofof the Securities Act.
Appears in 2 contracts
Samples: Securities Exchange Agreement (MoneyOnMobile, Inc.), Securities Exchange Agreement (Calpian, Inc.)
Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder Investor contained herein, the offer and issuance by the Company of the New Securities is exempt from registration under the Securities Act pursuant to the exemption provided by Section 3(a)(9) thereofof the Securities Act.
Appears in 2 contracts
Samples: Exchange Agreement (Energy Telecom, Inc.), Exchange Agreement (Energy Telecom, Inc.)
Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the New Securities is exempt from registration under the Securities Act pursuant to the exemption provided by Section 3(a)(94(a)(2) thereof.
Appears in 1 contract
Samples: Waiver Agreement (Helios & Matheson Analytics Inc.)
Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the New Securities Warrant is exempt from registration under the Securities Act pursuant to the exemption provided by Section 3(a)(94(a)(2) thereof.
Appears in 1 contract
Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the New Securities Note is exempt from registration under the Securities Act Act, pursuant to the exemption provided by Section 3(a)(9) thereof, and applicable state securities laws.
Appears in 1 contract
Samples: Amendment and Exchange Agreement (Evofem Biosciences, Inc.)
Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the New Primary Securities is exempt from registration under the Securities Act Act, pursuant to the exemption provided by Section 3(a)(9) thereof, and applicable state securities laws.
Appears in 1 contract
Samples: Amendment and Exchange Agreement (Evofem Biosciences, Inc.)
Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the New Securities Rights is exempt from registration under the Securities Act Act, pursuant to the exemption provided by Section 3(a)(9) thereof, and applicable state securities laws.
Appears in 1 contract
Samples: Waiver and Rights Exchange Agreement (Evofem Biosciences, Inc.)
Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the New Securities Exchanged Warrant is exempt from registration under the Securities Act pursuant to the exemption provided by Section 3(a)(9) thereof.
Appears in 1 contract
Samples: Second Amendment and Warrant Exchange Agreement (American Superconductor Corp /De/)
Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder Investor contained herein, the offer and issuance by the Company of the New Securities is exempt from registration under the Securities Act Act, pursuant to the exemption provided by Section 3(a)(94(a)(2) and Rule 144(d)(3)(ii) thereof, and applicable state securities laws.
Appears in 1 contract
Samples: Amendment and Exchange Agreement (Nauticus Robotics, Inc.)
Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder Company contained herein, the offer and issuance by the Company Holder of the New Securities Investor Note is exempt from registration under the Securities Act pursuant to the exemption provided by Section 3(a)(9) thereof.
Appears in 1 contract
Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the New Securities Warrant Shares (assuming a cashless exercise of the New Warrant), the New Shares and the New Warrant is exempt from registration under the Securities 1933 Act pursuant to the exemption provided by Section Rule 3(a)(9) thereof.
Appears in 1 contract
Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the New Securities Preferred Shares is exempt from registration under the Securities Act 1933 Act, pursuant to the exemption provided by Section 3(a)(94(a)(2) thereof, and applicable state securities laws.
Appears in 1 contract
Samples: Exchange Agreement (Aditxt, Inc.)
Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the New Securities Preferred Shares is exempt from registration under the Securities Act pursuant to the exemption provided by Section 3(a)(9) thereof.
Appears in 1 contract
Samples: Exchange Agreement (Esports Entertainment Group, Inc.)
Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the New Securities Note is exempt from registration under the Securities Act pursuant to the exemption provided by Section 3(a)(9) thereof.
Appears in 1 contract
Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the New Securities Notes is exempt from registration under the Securities Act Act, pursuant to the exemption provided by Section 3(a)(9) thereof, and applicable state securities laws.
Appears in 1 contract
Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the New Securities Notes is exempt from registration under the Securities Act pursuant to the exemption provided by Section 3(a)(9) thereof.
Appears in 1 contract
Samples: Securities Exchange Agreement (Smaaash Entertainment Inc.)
Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder Investor contained herein, the offer and issuance by the Company of the New Securities Replacement Warrant is exempt from registration under the Securities Act pursuant to the exemption provided by Section 3(a)(9) thereofof the Securities Act.
Appears in 1 contract
Samples: Securities Exchange Agreement (General Cannabis Corp)
Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the New Securities is exempt from registration under the Securities Act pursuant to the exemption provided by Section 3(a)(94(a)(2) and Rule 144(d)(iii)(2) thereof.
Appears in 1 contract
Samples: Fourth Amendment and Exchange Agreement (Helios & Matheson Analytics Inc.)
Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the New Securities is exempt from registration under the Securities Act Act, pursuant to the exemption provided by Section 3(a)(9) thereof, and applicable state securities laws.
Appears in 1 contract
Samples: Amendment and Exchange Agreement (Evofem Biosciences, Inc.)
Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the New Securities issuance of the Shares is exempt from registration under the Securities Act pursuant to the exemption provided by Section 3(a)(9) thereofof the Securities Act and the exemption provided by Rule 506 of Regulation D promulgated under the Securities Act.
Appears in 1 contract
Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company Corporation of the New Securities is exempt from registration under the Securities Act. The offer and issuance of the Securities is exempt from registration under the Securities Act pursuant to the exemption provided by Section 3(a)(9) thereof.)
Appears in 1 contract
Samples: Exchange Agreement (American Education Center, Inc.)
Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the New Securities is exempt from registration under the Securities Act pursuant to the exemption provided by Section 3(a)(9) thereof.and all applicable state securities
Appears in 1 contract
Samples: Letter Agreement (Plug Power Inc)
Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the New Securities is exempt from registration under the Securities Act and all applicable state securities laws. The offer and issuance of the New Securities is exempt from registration under the Securities Act pursuant to the exemption provided by Section 3(a)(9) thereof.Regulation S.
Appears in 1 contract
Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the New Securities is exempt from registration under the Securities Act pursuant to the exemption provided by Section 3(a)(9) thereofof the Securities Act.
Appears in 1 contract
Samples: Securities Exchange Agreement (MoneyOnMobile, Inc.)
