Common use of Offering Valid Clause in Contracts

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 6.2 hereof, the offer, sale, issuance and delivery of the Securities and the Conversion Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities Laws.

Appears in 2 contracts

Samples: Convertible Note and Warrant Purchase Agreement, Secured Convertible Note and Warrant Purchase Agreement (BioAmber Inc.)

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Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 6.2 5.2 hereof, the offer, sale, issuance and delivery of the Purchased Securities and the Conversion Shares Securities will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities Laws.

Appears in 2 contracts

Samples: Convertible Note and Warrant Purchase Agreement, Convertible Note and Warrant Purchase Agreement (BioAmber Inc.)

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers Holders contained in Section 6.2 5 hereof, the offer, sale, issuance and delivery of the Securities and the Conversion Shares will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities Lawslaws.

Appears in 1 contract

Samples: Restructuring Agreement (Egain Communications Corp)

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 6.2 4.2 hereof, the offer, sale, sale and issuance and delivery of the Securities and the Conversion Shares will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act, ”) and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities Lawslaws.

Appears in 1 contract

Samples: Purchase Agreement (Nupathe Inc.)

Offering Valid. Assuming the accuracy of the -------------- representations and warranties of the Purchasers Investors contained in Section 6.2 5.2 hereof, ----------- the offer, sale, sale and issuance and delivery of the Securities and the Conversion Shares will be exempt from the registration requirements of the Securities Act, Act and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities Lawslaws.

Appears in 1 contract

Samples: Convertible Preferred Stock Issuance and Restructuring Agreement (Planvista Corp)

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Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers Investors contained in Section 6.2 5.2 hereof, the offer, sale, sale and issuance and delivery of the Securities and the Conversion Shares will be exempt from the registration requirements of the Securities Act, Act and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities Lawslaws.

Appears in 1 contract

Samples: Preferred Stock Issuance and Restructuring Agreement (Telespectrum Worldwide Inc)

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers Investors contained in Section 6.2 4.2 hereof, the offer, sale, issuance and delivery of the Securities Shares and the Conversion Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities Laws.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Winmark Corp)

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