Offering Valid. Assuming the accuracy of Investor’s representations and warranties contained herein, the offer, sale and issuance of the Convertible Note and the Conversion Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or will be 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 Convertible Note to any person or persons so as to bring the sale of the Convertible Note by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 8 contracts
Samples: Convertible Promissory Note Subscription Agreement, Convertible Promissory Note Subscription Agreement, Convertible Promissory Note Subscription Agreement
