Exempt from Registration. Assuming the accuracy of the representations and warranties of Holder in Section 7 hereof, the offer, sale and issuance of the Warrant and the Warrant Stock will be exempt from the registration requirements of the Securities Act pursuant to 506 of Regulation D under the Securities Act and from the registration and qualification requirements of applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of Securities to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act.
Exempt from Registration. The Policies, when issued, will be exempt from registration under the Securities Act.
Exempt from Registration. The Investor understands that the Shares and the Conversion Shares (collectively, the "Securities") will not be registered under the Securities Act, on the ground that the sale provided for in this Agreement is exempt from registration under the Securities Act, and that the reliance of the Company on such exemption is predicated in part on the Investors' representations set forth in this Agreement.
Exempt from Registration. As at the Issue Date, assuming the accuracy of the representations and warranties of Holder in Section 7 hereof, the offer, sale and issuance of the Warrant and the Warrant Stock will be exempt from any registration requirements of the Securities Act, the registration and qualification requirements of applicable state securities laws.
Exempt from Registration. The offer and sale of the Shares to Buyer by Seller hereunder is exempt from the registration requirements of the Securities Act of 1933 and from registration requirements of any applicable state securities laws.
Exempt from Registration. The Note Policy, when issued, will be exempt from registration under the Securities Act.
Exempt from Registration. Holder acknowledges that this Warrant has not been registered under the Securities Act of 1933, as amended (the "1933 Act"), on the ground that the issuance of this Warrant is exempt from registration pursuant to Section 4(2) of the 1933 Act, and that the Company's reliance on such exemption is predicated on the representations of Holder set forth herein.
Exempt from Registration. Holder acknowledges that this ------------------------ Warrant has not been registered under the Act on the ground that the issuance of this Warrant is exempt from registration pursuant to Section 4(2) of the Act, and that the Company's reliance on such exemption is predicated on the representations of Holder set forth herein.
Exempt from Registration. The sale of the Shares hereunder is exempt from registration under the Securities Act.
Exempt from Registration. Based in part on the representations of the Purchasers contained in Section 3.5 and 3.6 of this Agreement, the sale of the Shares hereunder is exempt from registration under the Securities Act of 1933, as amended (the "Securities Act").
