State Securities Law. The sale of the securities which are the subject of this agreement has not been qualified with the commissioner of corporations of the State of California and the issuance of the securities or the payment or receipt of any part of the consideration therefor prior to the qualification is unlawful, unless the sale of securities is exempt from the qualification by section 25100, 25102 or 25105 of the California Corporations Code. The rights of all parties to this agreement are expressly conditioned upon the qualification being obtained unless the sale is so exempt.
State Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS NOTE HAS NOT BEEN QUALIFIED AND APPROVED AS REQUIRED WITH ANY STATE OR OTHER JURISDICTIONS IN THE UNITED STATES AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION AND APPROVAL IS UNLAWFUL UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE RULES, LAWS AND OBLIGATIONS OF ANY SUCH JURISDICTION. THE RIGHTS OF ALL PARTIES TO THIS NOTE ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION AND APPROVAL BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.
State Securities Law. The sale of the securities which are the subject of this Agreement has not been qualified with the Commissioner of Corporations of the State of California and the issuance of such securities or the payment or receipt of any part of the consideration therefor prior to such qualification is unlawful, unless the sale of securities is exempt from the qualification by Section 25100, 25102, or 25105 of the California Corporations [*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Code. The rights of all parties to this Agreement are expressly conditioned upon such qualification being obtained, unless the sale is so exempt.
State Securities Law. The sale of the Preferred Shares shall have been qualified with (a) the Commissioner of Corporations of the State of California or an exemption from such qualification shall have been obtained and (b) any other applicable state's securities law, and evidence of all such qualifications shall have been furnished to the Purchasers' special counsel.
State Securities Law. The Closing is subject to any and all requirements of the laws of the Buyer's and the Sellers' respective states of residence applying to the offer and sale of securities therein. In no event shall any party be liable to anyone for failure to sell or issue its securities pursuant to this Agreement, unless and until all applicable requirements of the law of the applicable state of the recipient's residence relating to the offer and sale have been satisfied.
State Securities Law. The Closing is subject to any and all requirements of the laws of the Selling Stockholders' and Flamingo's respective states of residence applying to the offer and sale of securities therein. In no event shall any party be liable to anyone for failure to sell or issue its securities pursuant to this Agreement, unless and until all applicable requirements of the law of the applicable state of the recipient's residence relating to the offer and sale have been satisfied.
State Securities Law. Based on the representations given by Investor, the issuance and sale of the Shares, the Warrant and the Warrant Shares are not required to be qualified with the commissioner of corporations of the State of California, and the issuance of such securities and the payment or receipt of any part of the consideration therefor prior to such qualification is exempt from such qualification by section 25100, 25102 or 25105 of the California Corporations Code.
State Securities Law. The Company shall have obtained all necessary permits and qualifications, if any, or secured an exemption therefrom, required by any state in connection with the issuance of the Company's securities in the Merger, unless the failure to obtain such permits and qualifications or to secure such exemptions could not reasonably be expected to have a Material Adverse Effect on the Surviving Corporation;
State Securities Law. The sale of the Shares shall have been qualified with applicable state's securities law as required, and evidence of all such qualifications shall have been furnished to Lakeside's counsel.
State Securities Law. The exercise of Warrants is prohibited unless the issuance of the Warrant Shares has been registered or qualified under laws of the state where registered unless there is an exemption available from such requirements.
