Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities 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.
Appears in 86 contracts
Sources: Securities Purchase Agreement (American Water Star Inc), Securities Purchase Agreement (Petrol Oil & Gas Inc), Securities Purchase Agreement (Elinear Inc)
Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities 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.
Appears in 58 contracts
Sources: Securities Purchase Agreement, Note Purchase Agreement (Biovest International Inc), Note and Warrant Purchase Agreement (Biovest International Inc)
Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Laurus contained in this Agreement, the offer, sale offer and issuance of the Securities 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.
Appears in 29 contracts
Sources: Security and Purchase Agreement (Miscor Group, Ltd.), Security Agreement (Accentia Biopharmaceuticals Inc), Security and Purchase Agreement (Stockeryale Inc)
Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Laurus contained in this Agreement, the offer, sale and issuance of the Securities 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.
Appears in 12 contracts
Sources: Security Agreement (Conversion Services International Inc), Security Agreement (Comc Inc), Loan Agreement (Creative Vistas Inc)
Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in this Agreement, the offer, sale and issuance of the Securities 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.
Appears in 12 contracts
Sources: Securities Purchase Agreement (Micro Component Technology Inc), Securities Purchase Agreement (Corgenix Medical Corp/Co), Securities Purchase Agreement (General Environmental Management, Inc)
Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Laurus contained in this Agreement, the offer, sale offer and issuance of the Securities 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.
Appears in 12 contracts
Sources: Security Agreement (Deja Foods Inc), Security and Purchase Agreement (Naturade Inc), Security and Purchase Agreement (Proxymed Inc /Ft Lauderdale/)
Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities 1933 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. Neither the Company nor any of its affiliates, nor any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities.
Appears in 9 contracts
Sources: Securities Purchase Agreement (Stockeryale Inc), Securities Purchase Agreement (Stockeryale Inc), Securities Purchase Agreement (Stockeryale Inc)
Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities ActSECURITIES 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.
Appears in 5 contracts
Sources: Securities Purchase Agreement (Billserv Inc), Securities Purchase Agreement (Tidel Technologies Inc), Securities Purchase Agreement (Tidel Technologies Inc)
Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Lenders contained in this Agreement, the offer, sale offer and issuance of the Securities 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.
Appears in 4 contracts
Sources: Security Agreement (NewMarket Technology Inc), Security Agreement (ProLink Holdings Corp.), Security Agreement (Rapid Link Inc)
Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Investors contained in this Agreement, the offer, sale and issuance of the Securities 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.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Anesiva, Inc.), Securities Purchase Agreement (Interwest Partners Viii Lp), Securities Purchase Agreement (Anesiva, Inc.)
Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in this Agreement, the offer, sale and issuance of the Securities Notes 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.
Appears in 4 contracts
Sources: Note Purchase Agreement (GreenHunter Resources, Inc.), Securities Purchase Agreement (New Century Energy Corp.), Securities Purchase Agreement (Pervasip Corp)
Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Trust contained in this Agreement, the offer, sale offer and issuance of the Securities Shares and Warrants to Trust 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.
Appears in 4 contracts
Sources: Master Financing Agreement, Master Financing Agreement (Utilicraft Aerospace Industries, Inc.), Master Financing Agreement (Utilicraft Aerospace Industries, Inc.)
Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities 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 lawslaws except where a failure to comply with state “blue sky” laws would be reasonably expected not to have a Material Adverse Effect.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Numerex Corp /Pa/), Securities Purchase Agreement (Numerex Corp /Pa/), Securities Purchase Agreement (Numerex Corp /Pa/)
Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities 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.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Electric City Corp), Securities Purchase Agreement (Electric City Corp)
Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in this Agreement, the offer, sale and issuance of the Securities 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.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Friendlyway CORP), Securities Purchase Agreement (Epixtar Corp)
Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities Company will be exempt take all steps necessary to secure an exemption from the registration requirements of the Securities Act of 1933, as amended (the "“Securities Act"”), for the offer and sale of the Securities and will have been registered take the steps to register or qualified qualify (or are exempt secure an exemption from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Clinical Data Inc), Securities Purchase Agreement (Icoria, Inc.)
Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Lender contained in this Agreement, the offer, sale and issuance of the Securities 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.
Appears in 2 contracts
Sources: Securities Issuance Agreement (Jagged Peak, Inc.), Securities Issuance Agreement (Jagged Peak, Inc.)
Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement and in any Related Agreement, the offer, sale and issuance of the Securities 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.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Bos Better Online Solutions LTD), Securities Purchase Agreement (Bos Better Online Solutions LTD)
Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in this AgreementAgreement and Related Documents, the offer, sale and issuance of the Securities 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.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Powercold Corp), Securities Purchase Agreement (Powercold Corp)
Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities by the Company 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.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Coach Industries Group Inc), Securities Purchase Agreement (Coach Industries Group Inc)
Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Lender contained in this Agreement, the offer, sale offer and issuance of the Securities 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.
Appears in 2 contracts
Sources: Security Agreement (Digital Angel Corp), Security Agreement (Applied Digital Solutions Inc)
Valid Offering. Assuming the accuracy of the representations and -------------- warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities 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.
Appears in 2 contracts
Sources: Securities Purchase Agreement (New Century Energy Corp.), Securities Purchase Agreement (New Century Energy Corp.)
Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Laurus contained in this Agreement and the securities are issued as contemplated by this Agreement, the offer, sale offer and issuance of the Securities 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.
Appears in 2 contracts
Sources: Security and Purchase Agreement (On the Go Healthcare Inc), Security and Purchase Agreement (On the Go Healthcare Inc)
Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities 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 Indiana state securities laws.
Appears in 1 contract
Sources: Securities Purchase Agreement (Fortune Diversified Industries Inc)
Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Lender contained in this Agreement, the offer, sale and issuance of the Securities Warrant and the Warrant 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.
Appears in 1 contract
Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and and, if required, 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.
Appears in 1 contract
Sources: Securities Purchase Agreement (Global Payment Technologies Inc)
Valid Offering. Assuming the accuracy of the representations --------------- and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities 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.
Appears in 1 contract
Sources: Securities Purchase Agreement (Elec Communications Corp)
Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Federal Partners contained in this Agreement, the offer, sale and issuance of the Securities 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.
Appears in 1 contract
Sources: Security and Purchase Agreement (Thomas Equipment, Inc.)
Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement and in any Related Agreement, the offer, sale and issuance of the Securities 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.
Appears in 1 contract
Sources: Securities Purchase Agreement (Bos Better Online Solutions LTD)
Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Investor contained in this Agreement, the offer, sale and issuance of the Securities Note 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.
Appears in 1 contract
Valid Offering. Assuming the accuracy of the representations and -------------- warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities Note 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.
Appears in 1 contract
Sources: Securities Purchase Agreement (New Century Energy Corp.)
Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities 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 or pre-empted from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws.
Appears in 1 contract
Valid Offering. Assuming the accuracy of the representations -------------- and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities 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.
Appears in 1 contract
Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities Units 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.
Appears in 1 contract
Sources: Subscription Agreement (In Veritas Medical Diagnostics, Inc.)
Valid Offering. Assuming the accuracy of the representations -------------- and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities will be exempt from the prospectus and 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.
Appears in 1 contract
Sources: Securities Purchase Agreement (Petrosearch Energy Corp)
Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities Note and Warrant 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.
Appears in 1 contract
Sources: Securities Purchase Agreement (AGU Entertainment Corp.)
Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in this Agreement, the offer, sale and issuance of the Securities Notes and the Closing 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 equity interests laws.
Appears in 1 contract
Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in this Agreement, the offer, sale Exchange Offer and issuance of the Securities 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.
Appears in 1 contract
Sources: Securities Exchange Agreement (Bio Key International Inc)
Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Investors contained in this AgreementAgreement and any other documents or agreements executed in connection with the transactions contemplated hereunder, the offer, sale and issuance of the Securities will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "“Securities Act"”), by reason of Regulation S thereunder 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.
Appears in 1 contract
Sources: Securities Purchase Agreement (Index Oil & Gas Inc.)
Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Lender contained in this Agreement, the offer, sale and issuance of the Securities Warrants and the Warrant 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.
Appears in 1 contract
Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities Note 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.
Appears in 1 contract
Valid Offering. Assuming the accuracy of the representations and -------------- warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities Securities, the Parent Warrant and the Parent Warrant 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.
Appears in 1 contract
Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in this Agreement, the offer, sale and issuance of the Securities Notes 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 equity interests laws.
Appears in 1 contract
Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities will be exempt from the registration requirements of the Securities Act of 1933, as amended 1933 (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.
Appears in 1 contract
Sources: Securities Purchase Agreement (Smartserv Online Inc)
Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in this AgreementAgreement and satisfaction by the Purchaser of all the conditions and requirements of Purchaser set forth herein, the offer, sale and issuance of the Securities 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.
Appears in 1 contract
Sources: Securities Purchase Agreement (Catalyst Lighting Group Inc)
Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Investors contained in this Agreement, the offer, sale and issuance of the Securities 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.
Appears in 1 contract
Valid Offering. Assuming the accuracy of the representations and ------------- warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities Note 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.
Appears in 1 contract
Sources: Securities Purchase Agreement (New Century Energy Corp.)