Common use of Offering Exemption Clause in Contracts

Offering Exemption. Based in part on the representations of the Investors set forth in Section 3 below, the offer, sale and issuance of the Shares and the Conversion Shares in conformity with the terms of this Agreement are exempt from the registration requirements of the Securities Act and are exempt from the qualification or registration requirements of applicable securities laws of any state or other jurisdiction. 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 the Shares to any person or entity so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or the securities laws of any state or other jurisdiction.

Offering Exemption. Based in part on the representations of the Investors Investor set forth in Section 3 below, the offer, sale and issuance of the Shares and the Conversion Shares Securities in conformity with the terms of this Agreement are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) and are exempt from the qualification or registration requirements of applicable state securities laws of any state or other jurisdictionlaws. 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 the Shares Securities to any person or entity so as to bring the sale of such Shares Securities by the Company within the registration provisions of the Securities Act or the securities laws of any state or other jurisdictionsecurities laws.

Offering Exemption. Based in part on Subject to the accuracy of the representations of the Investors set forth in Section 3 below, the offer, sale and issuance of the Shares and the Conversion Shares Securities in conformity with the terms of this Agreement are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) and are exempt from the qualification or registration requirements of applicable state securities laws of any state or other jurisdictionlaws. 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 the Shares Securities to any person or entity so as to bring the sale of such Shares Securities by the Company within the registration provisions of the Securities Act or the securities laws of any state or other jurisdictionsecurities laws.

Offering Exemption. Based in part on the representations of the Investors set forth in Section 3 below, the offer, sale and issuance of the Shares and the Conversion Shares Securities in conformity with the terms of this Agreement are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) and are exempt from the qualification or registration requirements of applicable state securities laws of any state or other jurisdictionlaws. 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 the Shares Securities to any person or entity so as to bring the sale of such Shares Securities by the Company within the registration provisions of the Securities Act or the securities laws of any state or other jurisdictionsecurities laws.

Offering Exemption. Based in part on the representations of the Investors Subscribers set forth in Section 3 below, the offer, sale and issuance of the Shares and the Conversion Shares in conformity with the terms of this Agreement are exempt from the registration requirements of the Securities Act and are exempt from the qualification or registration requirements of applicable state securities laws of any state or other jurisdictionlaws. 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 the Shares to any person Person or entity Persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or the securities laws of any state or other jurisdictionsecurities laws.