Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser contained in Section 4.3 hereof, the offer, sale and issuance of the Series C 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.
Appears in 3 contracts
Samples: Preferred Stock Purchase Agreement (Williams Communications Group Inc), Preferred Stock Purchase Agreement (Williams Communications Group Inc), Preferred Stock Purchase Agreement (Williams Communications Group Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 4.3 4.2 hereof, the offer, sale and issuance of the Series C 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.
Appears in 3 contracts
Samples: Common Stock Purchase Agreement (Bolder Technologies Corp), Common Stock Purchase Agreement (Bolder Technologies Corp), Common Stock Purchase Agreement (Bolder Technologies Corp)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 4.3 4.2 hereof, the offer, sale and issuance of the Series C 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.
Appears in 3 contracts
Samples: Preferred Stock Purchase Agreement (Maxim Pharmaceuticals Inc), Convertible Preferred Stock Purchase Agreement (Maxim Pharmaceuticals Inc), Convertible Preferred Stock Purchase Agreement (Maxim Pharmaceuticals Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser contained in Section 4.3 hereof, the offer, sale and issuance of the Series C 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.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Telergy Inc /Ny), Common Stock Purchase Agreement (Genelabs Technologies Inc /Ca), Common Stock Purchase Agreement (Veron International LTD)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 4.3 4 hereof, the offer, sale and issuance of the Series C 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.
Appears in 2 contracts
Samples: Preferred and Common Stock Purchase Agreement (Array Biopharma Inc), Preferred Stock Purchase Agreement (Array Biopharma Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 4.3 SECTION 4 hereof, the offer, sale and issuance of the Series C Shares and the Conversion 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 (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 and Exchange Agreement (Planetcad Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 4.3 4.2 hereof, the offer, sale and issuance of the Series C 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.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Petroleum Place Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 4.3 4 hereof, the offer, sale and issuance of the Series C 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 (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
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 4.3 5.2 hereof, the offer, sale and issuance of the Series C 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
Appears in 1 contract
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 4.3 4 hereof, the offer, sale and issuance of the Series C Shares Units 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.
Appears in 1 contract
Samples: Purchase Agreement (Financial Commerce Network Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 4.3 4.2 hereof, the offer, sale and issuance of the Series C Shares and the Warrants, the sale and issuance of the Warrant Shares upon exercise of the Warrants and the issuance of 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.all
Appears in 1 contract
Samples: Purchase Agreement (Improvenet Inc)
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 4.3 4.2 hereof, the offer, sale and issuance of the Series C 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
Appears in 1 contract
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in Section 4.3 4.2 hereof, the offer, sale and issuance of the Series C 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
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Netlibrary Inc)
