Common use of Offering Valid Clause in Contracts

Offering Valid. Assuming the accuracy of the representations and warranties of Purchaser contained in Section 4 hereof, the offer, sale and issuance of the Shares will be exempt from the registration requirements of the 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.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser contained in Section 4 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.

Offering Valid. Assuming the accuracy of the representations and warranties of Purchaser the Purchasers contained in Section 4 5.2 hereof, the offer, sale sale, issuance and issuance delivery of the Shares Securities will be exempt from the registration requirements of 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 lawsLaws.

Offering Valid. Assuming the accuracy of the representations and warranties of Purchaser the Subscriber contained in Section 4 hereof4(b), the offer, sale sale, issuance and issuance delivery of the Shares will be exempt from the registration requirements of 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 lawsLaws, the AIM Rules for Companies and any other rules of any exchanges to which the Company is subject.

Offering Valid. Assuming the accuracy of the representations and warranties of Purchaser the Investors contained in Section 4 hereof, the offer, sale and issuance of the Shares and the Conversion Shares will be exempt from the registration requirements of the Act, 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 state securities laws. Neither the Company nor any agent on its behalf will take any action that would cause the loss of any such exemption.

Offering Valid. Assuming the accuracy of the representations and warranties of Purchaser the Purchasers contained in Section 4 4.2 hereof, the offer, sale sale, issuance and issuance delivery of the Shares Securities will be exempt from the registration requirements of 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 lawsLaws.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser contained in Section 4 4.5 hereof, the offer, sale and issuance of the Shares Shares, Warrant and Common Stock issued upon the exercise of the Warrant will be exempt from the registration requirements of 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 lawsLaws.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser contained in Section 4 4.2 hereof, the offer, sale sale, issuance and issuance delivery of the Shares Securities will be exempt from the registration requirements of 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 lawsLaws.

Offering Valid. Assuming the accuracy of the -------------- representations and warranties of the Purchaser contained in Section 4 4.2 hereof, the offer, sale and issuance of the Shares will be exempt from the registration requirements of the Act, 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.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser contained in Section 4 hereof, the offer, sale and issuance of the Shares will be exempt from the registration requirements of 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.

Offering Valid. Assuming the accuracy of the representations and warranties of Purchaser Purchasers contained in Section 4 3 hereof, the offer, sale sale, and issuance of the Shares and the Conversion Shares will be exempt from the registration requirements of the Act, Securities Act and will have been registered or qualified (or are exempt from registration and qualification) qualification under the registration, permit permit, or qualification requirements of all applicable state securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of Purchaser the Purchasers contained in Section 4 4.2 hereof, the offer, sale and issuance of the Purchased Shares will be exempt from the registration requirements of the Act, 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.

Offering Valid. Assuming the accuracy of the representations and warranties of Purchaser contained in Section 4 hereof4, the offer, sale and issuance of the Shares will be exempt from the registration requirements requirement of the Act, Securities Act and will have been registered or qualified (or are exempt from such registration and or qualification) under the registration, permit or qualification requirements of all applicable state securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser contained in Section 4 4.5 hereof, the offer, sale and issuance of the Shares will be exempt from the registration requirements of 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 lawsLaws.