Exemptions from Securities Laws. Subject to the accuracy of the representations and warranties of the Investors set forth in Section 5 hereof, the provisions of Section 5 of the Securities Act are inapplicable to the offering, issuance, sale and delivery of the Series G Shares and the Reserved Shares, and no consent, approval, qualification or registration or filing under any state securities laws is required in connection therewith, except exemptive filings that have been made or that are not required to be made until after the Initial Closing or any Additional Closing and that shall be made on a timely basis.
Exemptions from Securities Laws. Subject to the accuracy of the representations and warranties of MDI set forth in Section 4.19 hereof, the provisions of Section 5 of the Securities Act are inapplicable to the offering, issuance, sale and delivery of the eLot Shares by virtue of the exemption afforded by Section 4(2) of the Securities Act, and no consent, approval, qualification or registration or filing under any state securities or blue sky laws is required in connection therewith.
Exemptions from Securities Laws. Subject to the accuracy of the representations and warranties of the Purchasers set forth in Section 3 hereof as of the date hereof and as of the date of any closing hereunder, the provisions of Section 5 of the federal Securities Act of 1933, as amended (the "Act") are inapplicable to the offering, issuance, sale and delivery of the Notes and the Warrants, and no consent, approval, qualification or registration or filing under any state securities or blue sky laws is required in connection therewith except such as have been obtained or such as may be filed, or will be filed, after the closing relating to such Notes and Warrants.
Exemptions from Securities Laws. Provided that the representations made by the Seller in Section 3.26 of this Agreement remain true and accurate on the Closing Date, the issuance of the Share Consideration by Viking to the Seller will be exempt from the registration requirements of the Securities Act, and no document will be required to be filed, no proceeding will be required to be taken and no permit, approval, consent or authorization will be required to be obtained by Viking under the applicable Securities Laws in connection with such issuance, other than Current Reports on Form 8-K, if applicable.
Exemptions from Securities Laws. Subject to the accuracy of the representations and warranties of UNIVERSITY set forth in Section 3, the provisions of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”) are inapplicable to the offering, issuance, sale and delivery of the Shares by virtue of the exemption afforded by Section 4(2) of the Securities Act, and no consent, approval, qualification or registration or filing under any state securities or “Blue Sky” laws is required in connection therewith, except for such filings which are required or permitted to be made after the Closing and which will be made on a timely basis by the Corporation.
Exemptions from Securities Laws. Subject to the accuracy of the representations and warranties of the Investor set forth in Section 4 hereof, the offer, issuance, sale and delivery of shares of the Securities are, and the issuance of the Common Stock and Warrant Shares will be, exempt from the provisions of Section 5 of the Securities Act, and no consent, approval, qualification or registration or filing under any state securities laws is required in connection therewith, except such exemptive filings as are required to be made under applicable securities laws and shall be made on a timely basis.
Exemptions from Securities Laws. Subject to the accuracy of the representations and warranties of the Investor set forth in Section 6 hereof, the provisions of Section 5 of the Securities Act are inapplicable to the offering, issuance, sale and delivery of the Shares and the Reserved Shares by virtue of the exemption afforded by Section 4(2) of the Securities Act, and no consent, approval, qualification or registration or filing under any state securities or blue sky laws is required in connection therewith.
Exemptions from Securities Laws. Provided that the representations made by the Seller in Section 3.26 of this Agreement remain true and accurate on the Closing Date and subject to Seller’s reliance upon Buyer’s compliance with the terms and conditions of this Agreement, the issuance of the Note and the Underlying Securities by XCF to the Seller will be exempt from the registration requirements of the Securities Act, and no document will be required to be filed, no proceeding will be required to be taken and no permit, approval, consent or authorization will be required to be obtained by XCF under the applicable Securities Laws in connection with such issuance, other than a Notice of Exempt Offering of Securities on Form D, if applicable. The investigations and inquiries made by or on behalf of the Seller and the information, materials and documents supplied to the Seller and its representatives in connection with their review of the issuance of the Note and the Underlying Securities shall not (and were not intended to) limit or affect the representations and warranties of the Buyer or relieve it from any of their respective obligations and liabilities in respect thereof.
Exemptions from Securities Laws. 16. Pursuant to section 1125(d) of the Bankruptcy Code, the following shall not be subject to any stamp tax or similar tax (collectively, “Transfer Taxes and Charges”): (i) the transfer or sale of any assets of the Debtors under, pursuant to or in connection with the Plan, including the sale and turnover of property to Secured Creditors; (ii) the creation, modification, assignment, consolidation, filing or recording of any mortgage, deed of trust, lien, security agreement, financing statement, release or similar instrument; (iii) the securing of additional indebtedness by such means or by other means or the additional securing of existing indebtedness by such means or by other means; (iv) the creation, modification, assignment, delivery, filing or recording of any lease or sublease; or (v) the creation, modification, assignment, delivery, filing or recording of any deed or other instrument of transfer under, in furtherance of or in connection with the Plan, and any other agreements or certificates of sale, dissolution, liquidation, deeds, bills of sale, assignment or other instruments of transfer executed in connection with the Plan, this Confirmation Order or any transaction arising out of, contemplated by or in any way related to the foregoing, whether occurring before, after or on the Effective Date. The appropriate state or local governmental officials or agents are hereby directed to forego the collection of any Transfer Taxes and Charges and to accept for filing and recordation any of the foregoing instruments or other documents without the payment of such Transfer Taxes and Charges.
Exemptions from Securities Laws. Provided that the representations made by Sellers in Section 4.9 are true and accurate on the Closing Date, the issuance of Opco Common Units and Class B Units to Sellers in accordance with the terms of this Agreement will be exempt from the registration requirements of the Securities Act, and no document will be required to be filed, no proceeding will be required to be taken and no permit, approval, consent or authorization will be required to be obtained by Purchasers under the Securities Act in connection with such issuance.
