Due Qualification or Exemption Sample Clauses

Due Qualification or Exemption. (A) The Offering will become qualified or be exempt from qualification under the securities laws of the several states pursuant to paragraph 4(e) below not later than the Closing Date, and (B) at the Closing Date no stop order suspending the sale of the Units shall have been issued, and no proceeding for that purpose shall have been initiated or threatened;

Due Qualification or Exemption. (A) The Offering contemplated by this Agreement shall become qualified or be exempt from qualification under the securities laws of the jurisdictions in which the Securities are contemplated to be offered not later than the closing date, subject to any filings to be made thereafter and (B) at the applicable closing date no stop order suspending the sale of the Securities shall have been issued, and no proceeding for that purpose shall have been initiated or threatened;

Due Qualification or Exemption. (A) The Offering contemplated by this Agreement will become qualified or be exempt from qualification under the securities laws of the several states pursuant to paragraph 5(g) not later than the Closing Date, and (B) at the Closing Date no stop order suspending the sale of the Shares shall have been issued, and no proceeding for that purpose shall have been initiated or threatened.

Due Qualification or Exemption. (A) The Placement will become qualified or be exempt from qualification under the securities or “blue sky” laws of the several states pursuant to Section 4(d) below not later than the closing date of the Initial Closing, and (B) at each Closing no stop order suspending the sale of the Debentures shall have been issued, and no proceedings by an governmental agency, self-regulatory organization or any securities exchange for that purpose shall have been initiated or threatened.

Due Qualification or Exemption. At Closing no stop order suspending the sale of the Shares shall have been issued, and no proceedings by a governmental agency, self-regulatory organization or any securities exchange for that purpose shall have been initiated or threatened.

Due Qualification or Exemption. The Offering contemplated by this Agreement will become qualified or be exempt from qualification under the securities laws of the several states pursuant to paragraph 5(d) not later than the Closing Date, and (B) at the Closing Date no stop order suspending the sale of the Securities shall have been issued, and no proceeding for that purpose shall have been initiated or threatened. No Material Misstatements. Europa will not have notified the Company that the Blue Sky qualification materials or this Agreement, or any supplement thereto, contains an untrue statement of a fact which in its opinion is material, or omits to state a fact which in its opinion is material and is required to be stated therein, or is necessary to make the statements therein, in light of the circumstances under which they were made not misleading.

Due Qualification or Exemption. (A) The Bridge Financing will become qualified or be exempt from qualification under the securities laws of the several states pursuant to paragraph 4(d) below not later than the Closing Date, and (B) at the Closing Date no stop order suspending the sale of the Units shall have been issued, and no proceeding for that purpose shall have been initiated or threatened;

Due Qualification or Exemption. (A) The Sunrise Offer will have been registered or qualified, or be exempt from registration or qualification, under the Blue Sky laws of all necessary states pursuant to Section 6(c) above, and (B) no order suspending the offer or sale of the Special Warrants, will have been issued by the Commission or any other governmental authority, and no proceeding for that purpose will have been initiated or threatened;

Due Qualification or Exemption. The Financing will become qualified or be exempt from qualification under the securities or "blue sky" laws of the several states not later than the "Closing Date(s)"of the Financing, and (B) at any Closing Date of the Financing no stop order suspending the sale of the securities contemplated herein shall have been issued and no proceedings by any governmental authority, self regulatory organization or any securities exchange for that purpose shall have been initiated or threatened in writing; No Material Misstatements. Neither the blue sky qualification materials nor any supplement thereto, will contain any untrue statement of a fact which in the reasonable opinion of Europa is material, or omits to state a fact which in the reasonable opinion of Europa is material and is required to be stated therein, or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

Due Qualification or Exemption. The Offering contemplated by this Agreement and the Placement Agent Warrants shall be exempt from registration under Section 4(2) of the Securities Act and Rule 506 thereunder and from registration or qualification under the applicable Blue Sky laws as provided in Section 7 hereof not later than the Closing, all required filings shall have been made with the SEC and applicable Blue Sky administrators not applicable to a private placement.