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 hereof, the offer, sale and issuance of the Securities 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 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 the Securities to any Person or Persons so as to bring the sale of such Securities by the Company within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Section 6 4 hereof, the offer, sale and issuance of the Securities Shares will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) and will have been be registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all 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 the Securities Shares to any Person person or Persons persons so as to bring the sale of such Securities Shares by the Company within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Section 6 4 hereof, the offer, sale and issuance of the Securities 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 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 the Securities Shares to any Person person or Persons persons so as to bring the sale of such Securities Shares by the Company within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 6 6.2 hereof, the offer, sale and issuance of the Securities 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 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 the Securities to any Person person or Persons persons so as to bring the sale of such Securities by the Company within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 6 hereof, the offer, sale and issuance of the Securities will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) amended, 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. 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 Securities to any Person or Persons so as to bring the sale of such Securities by the Company within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers Investors contained in Section 6 5.3 hereof, the offer, sale and issuance of the Securities 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 other 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 the Securities to any Person person or Persons entity so as to bring the sale of such Securities by the Company within the registration provisions of the Securities Act or any state other applicable securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers Investors contained in Section 6 4 hereof, the offer, sale and issuance of the Securities 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 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 the Securities Shares to any Person person or Persons persons so as to bring the sale of such Securities Shares by the Company within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Section 6 5.1 hereof, the offer, sale offer and issuance of the Securities 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 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 the Securities to any Person person or Persons persons so as to bring the sale of such Securities by the Company within the registration provisions of the Securities Act or any state securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Section 6 4.1 hereof, the offer, sale offer and issuance of the Securities 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 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 the Securities to any Person person or Persons persons so as to bring the sale of such Securities by the Company within the registration provisions of the Securities Act or any state securities laws.