Valid Offering. Assuming the accuracy of the representations and warranties of Laurus contained in this Agreement, the 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 3 contracts
Sources: Security Agreement (American Technologies Group Inc), Security Agreement (Incentra Solutions, Inc.), Security Agreement (Incentra Solutions, Inc.)
Valid Offering. Assuming the accuracy of the representations and warranties of Laurus contained in this Agreement, the offer 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 the resale of securities 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 (RG America, Inc.), Security Agreement (RG America, Inc.)
Valid Offering. Assuming the accuracy of the representations and warranties of Laurus contained in this Agreement, the offer 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"“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 Lifestyles Group Inc), Security and Purchase Agreement (Maxim Mortgage Corp/)
Valid Offering. Assuming the accuracy of the representations and warranties of Laurus contained in this Agreement, the offer 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: Security Agreement (Thinkpath Inc)
Valid Offering. Assuming the accuracy of the representations and warranties of Laurus contained in this Agreement, the offer and issuance of the Securities Notes will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"“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 (Miscor Group, Ltd.)
Valid Offering. Assuming the accuracy of the representations and warranties of Laurus the Purchaser contained in this Agreement, the offer 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 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 1 contract
Sources: Securities Purchase Agreement (Pacific Energy Resources LTD)
Valid Offering. Assuming the accuracy of the representations and warranties of Laurus contained in this Agreement, the offer and issuance of the Securities Note and Warrants will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"“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 Laurus contained in this Agreement, the offer and issuance of the Securities from the Parent to Laurus 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 1 contract
Valid Offering. Assuming the accuracy of the representations and warranties of Laurus the Purchasers contained in this Agreement, the offer 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 Laurus the Purchaser contained in this Agreement, the offer offer, sale and issuance of the Securities Notes and Warrant 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 1 contract