Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser contained in Section 6.2 hereof, the offer, sale and issuance of the 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 Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 6 contracts
Samples: Second Series F Preferred Stock and Warrant Purchase Agreement (Halpern Denny Iii Lp), Second Series F Preferred Stock and Warrant Purchase Agreement (New World Coffee Manhattan Bagel Inc), Series F Preferred Stock and Warrant Purchase Agreement (New World Coffee Manhattan Bagel Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser contained in Section 6.2 4.2 hereof, the offer, sale and issuance of the Shares 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 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 Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 5 contracts
Samples: Series C Preferred Stock Purchase Agreement (Mp3 Com Inc), Series C Preferred Stock Purchase Agreement (Mp3 Com Inc), Series C Preferred Stock Purchase Agreement (Mp3 Com Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 6.2 4 hereof, the offer, sale and issuance of the Shares will be exempt from the registration requirements of the Securities Act of 1933Act, 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 Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or the registration or qualification provisions of any state securities laws.
Appears in 5 contracts
Samples: Preferred Stock Purchase Agreement (Vie Financial Group Inc), Preferred Stock Purchase Agreement (Vie Financial Group Inc), Preferred Stock Purchase Agreement (Peoplepc Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser contained in Section 6.2 4.2 hereof, the offer, sale and issuance of the Shares 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 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 Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities lawsAct.
Appears in 4 contracts
Samples: Purchase Agreement (Dynavax Technologies Corp), Purchase Agreement (Dynavax Technologies Corp), Series R Preferred Stock Purchase Agreement (Dynavax Technologies Corp)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser contained in Section 6.2 4.3 hereof, the offer, sale and issuance of the Shares 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 any 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 Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities lawsAct.
Appears in 4 contracts
Samples: Series B Preferred Stock Purchase Agreement (Air South Airlines Inc), Series C Preferred Stock Purchase Agreement (Air South Airlines Inc), Series a Preferred Stock Purchase Agreement (Air South Airlines Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 6.2 4.2 hereof, the offer, sale and issuance of the Shares and the Conversion Shares will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities ActSECURITIES 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 Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 4 contracts
Samples: Series B Preferred Stock Purchase Agreement (Jato Communications Corp), Series C Preferred Stock Purchase Agreement (Petroleum Place Inc), Series C Preferred Stock Purchase Agreement (Jato Communications Corp)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser contained in Section 6.2 5.1 hereof, the offer, sale offer and issuance of the Shares Securities will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities ActSECURITIES 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 Shares Securities to any person or persons so as to bring the sale of such Shares Securities by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Virologic Inc), Securities Purchase Agreement (Epimmune Inc), Securities Purchase Agreement (Genencor International Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 6.2 4.3 hereof, the offer, sale and issuance of the Shares 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 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 Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities lawsAct.
Appears in 3 contracts
Samples: Series C Preferred Stock Purchase Agreement (Macrovision Corp), Series D Preferred Stock Purchase Agreement (Macrovision Corp), Series C Preferred Stock Purchase Agreement (Women Com Networks Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 6.2 4.2 hereof, the offer, sale and issuance of the Shares 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 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 Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities lawsAct.
Appears in 3 contracts
Samples: Series C Preferred Stock Purchase Agreement (Usa Net Inc), Purchase Agreement (Requisite Technology Inc /Co), Purchase Agreement (Requisite Technology Inc /Co)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 6.2 5.2 hereof, the offer, sale and issuance of the 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 Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 3 contracts
Samples: Series D Preferred Stock and Warrant Purchase Agreement (Brookwood New World Investors LLC), Series D Preferred Stock and Warrant Purchase Agreement (New World Coffee Manhattan Bagel Inc), Series D Preferred Stock and Warrant Purchase Agreement (Bet Associates Lp)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 6.2 hereof, the offer, sale and issuance of the 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 Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 3 contracts
Samples: Third Series F Preferred Stock and Warrant Purchase Agreement (Greenlight Capital LLC), Third Series F Preferred Stock and Warrant Purchase Agreement (Halpern Denny Iii Lp), Third Series F Preferred Stock and Warrant Purchase Agreement (New World Coffee Manhattan Bagel Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 6.2 4.2 hereof, the offer, sale and issuance of the Shares 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 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 Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 3 contracts
Samples: Series B Preferred Stock Purchase Agreement (Netlibrary Inc), Preferred Stock Purchase Agreement (Connetics Corp), Series a Preferred Stock Purchase Agreement (Ask Jeeves Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 6.2 4.2 hereof, the offer, sale and issuance of the Shares 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 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 Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities lawsAct.
Appears in 3 contracts
Samples: Collaboration Agreement (Forest Laboratories Inc), Collaboration Agreement (Ironwood Pharmaceuticals Inc), Collaboration Agreement (Ironwood Pharmaceuticals Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 6.2 5.2 hereof, the offer, sale and issuance of the Shares 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 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 Shares to any person Person or persons Persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 2 contracts
Samples: Series D Preferred Stock Purchase Agreement (Netlibrary Inc), Series D Preferred Stock Purchase Agreement (Netlibrary Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser iVisionary Ventures contained in Section 6.2 4.2 hereof, the offer, sale and issuance of the Shares 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 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 Shares and Conversion Shares to any person or persons so as to bring the sale of such Shares or Conversion Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 2 contracts
Samples: Series D Preferred Stock Purchase Agreement (I Storm Inc), Series D Preferred Stock Purchase Agreement (I Storm Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 6.2 5.2 hereof, the offer, sale and issuance of the Shares 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 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 Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 2 contracts
Samples: Series D Preferred Stock Purchase Agreement (Landacorp Inc), Series D Preferred Stock Purchase Agreement (Landa Management Systems Corp)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 6.2 4.2 hereof, the offer, sale and issuance of the Shares and the Conversion Shares will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities ActSECURITIES 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 Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities lawsAct.
Appears in 2 contracts
Samples: Purchase Agreement (Jato Communications Corp), Series E Preferred Stock Purchase Agreement (Requisite Technology Inc /Co)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser contained in Section 6.2 4.1 hereof, the offer, sale offer and issuance of the Shares will be exempt exempted from the registration requirements of the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT") ), and will have been registered or qualified (or are exempt exempted 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 Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 1 contract
Samples: Equity Investment Agreement (First Virtual Communications Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser PurchasePro contained in Section 6.2 4.2 hereof, the offer, sale and issuance of the Shares 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 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 Shares and Conversion Shares to any person or persons so as to bring the sale of such Shares or Conversion Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 1 contract
Samples: Series D Preferred Stock Purchase Agreement (I Storm Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 6.2 2.2 hereof, the offer, sale and issuance of the Shares Securities pursuant hereto 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 Shares Securities to any person or persons so as to bring the sale of such Shares Securities by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 1 contract
Samples: Note Purchase Agreement (Gemphire Therapeutics Inc.)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 6.2 4 hereof, the offer, sale and issuance of the Shares 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 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 Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities lawsAct.
Appears in 1 contract
Samples: Series D Preferred Stock Purchase Agreement (Usa Net Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser contained in Section 6.2 4.2 hereof, the offer, sale and issuance of the Shares and the issuance of 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 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 Shares to any person or persons so as to bring the sale of such Shares shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 1 contract
Samples: Series D Preferred Stock Purchase Agreement (Elitra Pharmaceuticals Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 6.2 4.3 hereof, the offer, sale and issuance of the Shares and the Conversion Shares will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities ActSECURITIES 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 Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities lawsAct.
Appears in 1 contract
Samples: Series D Preferred Stock Purchase Agreement (Women Com Networks Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 6.2 4.3 hereof, the offer, sale and issuance of the Shares 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 laws. Neither the Company Corporation 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 persons so as to bring the sale of such Shares by the Company Corporation within the registration provisions of the Securities Act or any state securities lawsAct.
Appears in 1 contract
Samples: Series E Preferred Stock Purchase Agreement (Adesso Healthcare Technology Services Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser contained in Section 6.2 4.2 hereof, the offer, sale and issuance of the 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 agents 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 persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or the registration or permitting requirements of any state securities laws.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Redwood Trust Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Noteholders contained in Section 6.2 4.3 hereof, the offer, sale and issuance of the 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 Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 1 contract
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser contained in Section 6.2 4.2 hereof, the offer, sale and issuance of the 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 Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 1 contract
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 6.2 4.2 hereof, the offer, sale and issuance of the Shares 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 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 Shares or other securities of the Company to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 1 contract
Samples: Series B Preferred Stock Purchase Agreement (Ask Jeeves Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 6.2 5.2 hereof, the offer, sale and issuance of the Shares 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 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 Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Peerless Systems Corp)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 6.2 4 hereof, the offer, sale and issuance of the 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 Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 1 contract
Samples: Series D Preferred Stock Purchase Agreement (Birch Telecom Inc /Mo)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 6.2 4.2 hereof, the offer, sale and issuance of the Shares 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 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 Shares to any person Person or persons Persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 1 contract
Samples: Series C Preferred Stock Purchase Agreement (Netlibrary Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 6.2 4.2 hereof, the offer, sale and issuance of the 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 Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 1 contract
Samples: Securities Purchase Agreement (Alpha Virtual Inc/Ca/)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser contained in Section 6.2 4.2 hereof, the offer, sale and issuance of the Shares 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 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 Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Gene Logic Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 6.2 5.2 hereof, the offer, sale and issuance of the Shares and the Conversion Shares will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities ActSECURITIES 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 Shares to any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities lawsAct.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Myogen Inc)
