Common use of Valid Offering Clause in Contracts

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.

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.

Valid Offering. Assuming the accuracy of the representations and --------------- warranties of Laurus contained in this AgreementAgreement and the satisfaction of Laurus of all the conditions and requirements set forth herein, 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.

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 "U.S. 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.

Valid Offering. Assuming Upon the applicable registration being declared effective by the SEC, 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 "U.S. 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.