Common use of Offering Valid Clause in Contracts

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4.2 hereof, the offer, sale and issuance of the Shares, the Notes 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 the Notes 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.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4.2 part 4 hereof, the offer, sale and issuance of the Shares, the Notes 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 sell, or has offered to sell sell, or will offer to sell sell, all or any part of the Shares or the Notes 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.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4.2 5.2 hereof, the offer, sale and issuance of the Shares, the Notes 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 the Notes 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.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Section 4.2 hereof4, the offer, sale and issuance of the Shares, the Notes Warrants, the Warrant Shares and the Conversion Shares will be exempt from the registration requirements of the United States Securities Act of 1933, as amended (the "Securities Act"), and will have been registered or qualified (or are exempt from registration and qualification) qualification under the registration, permit or qualification requirements of all applicable securities laws of any state securities lawsof the United States. 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 the Notes Warrants to any person or persons so as to bring the sale of such Shares or Warrants by the Company within the registration provisions of the Securities Act or any state securities lawsAct.

Offering Valid. Assuming the accuracy of the representations and -------------- warranties of the Purchasers Purchaser contained in Section 4.2 hereof, the offer, sale and ----------- issuance of the Shares, the Notes Shares and the Conversion Shares will be are 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 the Notes 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.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4.2 hereof, the offer, sale and issuance of the Shares, the Notes 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 the Notes 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.or

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4.2 hereof, the offer, sale and issuance of the Shares, the Notes Conversion Shares and the Conversion Warrant 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 the Notes 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.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4.2 hereof, the offer, sale and issuance of the Shares, the Notes 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 the Notes 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.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4.2 hereof, the offer, sale and issuance of the Shares, the Notes 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 the Notes 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.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Section 4.2 hereof, the offer, sale and issuance of the Shares, the Notes Initial Shares and the Conversion Warrant 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 the Notes 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.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Section 4.2 4 hereof, the offer, sale and issuance of the Shares, the Notes 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 the Notes 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.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Section 4.2 hereof, the offer, sale sale, and issuance of the SharesNotes and, upon conversion thereof, the Notes and issuance of the Conversion Shares will Securities, shall 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) qualification under the registration, permit registration or qualification requirements of all applicable state securities laws. Neither the Company No Issuer nor any agent on its behalf of any Issuer has solicited or will shall solicit any offers to sell or has offered to sell or will shall offer to sell all or any part of the Shares or the Notes Securities to any person or persons Person so as to bring the sale of such Shares Securities by the Company Issuer within the registration provisions of the Securities Act or any applicable state securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4.2 4.3 hereof, the offer, sale and issuance of the Shares, the Notes 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 the Notes to any person or persons so as to bring the offer or sale of such Shares by the Company to the Purchasers 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 4.2 part 4 hereof, the offer, sale and issuance of the Shares, the Notes Series B Warrants and the Conversion Warrant 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 Shares, the Series B Warrants or the Notes Warrant Shares to any person or persons so as to bring the sale of such Shares, Series B Warrants or Warrant Shares by the Company within the registration provisions of the Securities Act or any state securities lawsAct.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4.2 6 hereof, the offer, sale and issuance of the Shares, the Notes and the Conversion Shares and Warrants 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 the Notes 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.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers REL, Solar and XXXX contained in Section 4.2 Articles 4, 5 and 6 hereof, the offer, sale and issuance of the Shares, the Notes 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 the Notes 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.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Section 4.2 hereofherein, the offer, sale and issuance of the Shares, Shares and the Notes and subsequent conversion of 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 Company, nor any agent on its behalf 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 the Notes 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.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4.2 3.2 hereof, the offer, sale and issuance of the SharesNotes, the Warrants and the shares of the Company’s capital stock issuable upon conversion of the Notes and exercise of the Conversion Shares Warrants 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 Notes or the Notes Warrants to any person or persons so as to bring the sale of such Shares Notes or Warrants 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 4.2 4 hereof, the offer, sale and issuance of the Shares, the Notes Preferred Stock and the Common Stock issued upon conversion thereof (the "Conversion Shares 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 the Notes Preferred Stock to any person or persons so as to bring the sale of such Shares Preferred Stock by the Company within the registration provisions of the Securities Act or any state securities lawsAct.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4.2 hereof, the offer, sale and issuance of the Shares, the Notes Conversion Shares and the Conversion Warrant 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 the Notes 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.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4.2 hereof, the offer, sale and issuance of the Shares, the Notes Shares and the Conversion Shares will be exempt from the registration requirements of the U.S. 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 or the Notes 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 Act. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any state securities laws.federal,

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4.2 hereof4, the offer, sale and issuance of the Shares, the Notes Stock and the Conversion Shares shares of common stock of the Company issued upon the conversion of the Stock, 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 or 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 sell or will offer to sell all or any part of the Shares or the Notes 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.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Section 4.2 hereof, the offer, sale and issuance of the Shares, the Notes 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 the Notes 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.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Section 4.2 hereof, the offer, sale and issuance of the Shares, the Notes issuance of the Compensation Stock, 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 the Notes Compensation Stock to any person or persons so as to bring the sale of such Shares and the issuance of the Compensation Stock 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 Noteholders contained in Section 4.2 4.3 hereof, the offer, sale and issuance of the Shares, the Notes 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 the Notes 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.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4.2 hereof, the offer, sale and issuance of the Shares, the Notes 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 the Notes 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.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Section 4.2 4.1 hereof, the offer, sale and issuance of the Shares, the Notes 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 the Notes 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.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers PurchasePro contained in Section 4.2 hereof, the offer, sale and issuance of the Shares, the Notes 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 the Notes 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.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Section 4.2 4 hereof, the offer, sale and issuance of the Shares, the Notes 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 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 Shares or the Notes 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.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Section 4.2 hereof, the offer, sale and issuance of the Shares, the Notes 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 the Notes 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.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers Investors contained in Section 4.2 4 hereof, the offer, sale and issuance of the Shares, the Notes 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 the Notes 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.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Section 4.2 hereof, the offer, sale and issuance of the Shares, the Notes Shares and the Conversion Shares will be are 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 the Notes 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.