Availability of Exemptions. The Investor understands that the Shares are being offered and sold in reliance on a transactional exemption or exemptions from the registration requirements of Israeli and U.S. federal and state securities laws and the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the applicability of such exemptions and the suitability of the Investor to acquire the Shares.
Availability of Exemptions. The Recipient understands that the Stock is not registered under the Securities Act on the basis that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that the Company's reliance on such exemption is predicated on the Recipient's representations set forth herein.
Availability of Exemptions. Each Lender understands that the Conversion Shares and the Warrant Shares if issued will be issued in reliance on a transactional exemption or exemptions from the registration requirements of Israeli and U.S. Federal and state securities laws, and the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Lenders set forth herein in order to determine the applicability of such exemptions and the suitability of each Lender to acquire the Shares.
Availability of Exemptions. Each Seller understands that the Consideration Shares are being offered pursuant to an exemption or exemptions from registration requirements of Israeli and US Federal and state securities laws, and that the Purchaser is relying upon the truth and accuracy of such Seller’s representations, warranties, agreements, acknowledgments and understandings set forth in this Section 5 herein in order to determine the applicability of such exemptions and the suitability of such Seller to receive the Shares.
Availability of Exemptions. At the Closing Date, UPC shall be reasonably satisfied that an exemption from the registration requirements of the 1933 Act and applicable Blue Sky laws for the Merger existed at the time any offer to the October Sun Shareholders of UPC Common Stock was made and that an exemption continues to exist at the Closing Date. 14
Availability of Exemptions. The distribution of the securities pursuant to the Merger and the transactions contemplated hereby shall be (i) exempt from the prospectus requirements of applicable Canadian securities laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian securities laws and shall not be subject to resale restrictions under applicable Canadian securities laws (other than pursuant to Section 2.6 of National Instrument 45-102 - Resale of Securities or pursuant to the requirements of the CSE), and (ii) exempt from registration requirements under the Securities Act and under applicable state securities laws pursuant to similar exemptions under applicable state securities laws;
Availability of Exemptions. The issue of the Consideration Shares to Sonora Copper can be made in compliance with and in reliance on exemptions from the registration and prospectus requirements of the Securities Acts and under US law.
Availability of Exemptions. The issue of the Deal Capital Shares to Sonora Gold can be made in compliance with and in reliance on exemptions from the registration and prospectus requirements of the Securities Acts.
Availability of Exemptions. Each Seller understands that the Consideration Shares are being offered pursuant to an exemption or exemptions from registration requirements of Israeli and US Federal and state securities laws and that the Purchaser is relying upon the truth and accuracy of such Seller's representations, warranties, agreements, acknowledgments and understandings set forth in section 5 herein in order to determine the applicability of such exemptions and the suitability of such Seller to receive the Shares.
Availability of Exemptions. At the Closing Date, Topro shall be reasonably satisfied that an exemption from the registration requirements of the 1933 Act and applicable Blue Sky laws for the Merger existed at the time any offer to the ACS Shareholders of Topro Common Stock was made and that an exemption continues to exist at the Closing Date.
