Common use of Issuance Exempt Clause in Contracts

Issuance Exempt. Assuming the truth and accuracy of the representations and warranties of the Lender contained in Section 2.2 hereof, the offer, sale, and issuance of the Exchange Shares will be exempt from the registration requirements of the Securities Act , and are exempt from registration and qualification under the registration, permit or qualification requirements of all applicable state securities laws. All shares of capital stock and other securities issued by the Company prior to the date of this Agreement have been issued in transactions either registered under the Securities Act or exempt from the registration requirements under the Securities Act and all applicable state securities or “blue sky” laws, and in compliance with all applicable corporate laws.

Appears in 2 contracts

Samples: Debt Exchange Agreement (Cosmos Holdings Inc.), Debt Exchange Agreement (Cosmos Holdings Inc.)

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Issuance Exempt. Assuming the truth and accuracy of the representations and warranties of the Lender contained in Section 2.2 hereof, the offer, sale, and issuance of the Exchange Shares will be exempt from the registration requirements of the Securities Act , and are exempt from registration and qualification under the registration, permit or qualification requirements of all applicable state securities laws. All shares of capital stock and other securities issued by the Company prior to the date of this Agreement have been issued in transactions either registered under the Securities Act or exempt from the registration requirements under the Securities Act and all applicable state securities or “blue sky” laws, and in compliance with all applicable corporate laws.

Appears in 1 contract

Samples: Debt Exchange Agreement (Cosmos Holdings Inc.)

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Issuance Exempt. Assuming the truth and accuracy of the representations and warranties of the Lender contained in Section 2.2 hereof, the offer, sale, and issuance of the Exchange Shares will be exempt from the registration requirements of the Securities Act , and are exempt from registration and qualification under the registration, permit or qualification requirements of all applicable state securities laws. All shares of capital stock and other securities issued by the Company prior to the date of this Agreement have been issued in transactions either registered under the Securities Act or exempt from the registration requirements under the Securities Act and all applicable state securities or "blue sky" laws, and in compliance with all applicable corporate laws.

Appears in 1 contract

Samples: Debt Exchange Agreement (Cosmos Holdings Inc.)

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