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 and the issuance 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 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.

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 Shares, the Notes 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. 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 Buyers contained in Section 4.2 2 hereof, the offer, sale and issuance of the Shares and the issuance of the Conversion Shares will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "SECURITIES ACTAct") upon the filing of a Form D under 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. 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.

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 and Shares, the 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") “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 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 contained in Section 4.2 hereof, the offer, sale and issuance of the Shares, the Conversion Shares and the issuance of the Conversion Warrant 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.

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 Initial Shares and the issuance of the Conversion Warrant 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.

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 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. 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.or

Offering Valid. Assuming the accuracy of the representations and warranties of the Purchasers Buyer contained in Section 4.2 2.2(c), (d), (e), (f) and (g) hereof, the offer, sale and issuance of the Shares and the issuance 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 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.

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, Conversion Shares and the issuance of the Conversion Shares Warrants 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.

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 Shares, the Series B Warrants and the issuance of the Conversion Warrant 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, the Series B Warrants or the 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 hereof, the offer, sale and issuance of the Shares and the issuance of the Conversion Shares will be exempt from the registration requirements of the U.S. 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 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 hereof, the offer, sale and issuance of the Shares, the Conversion Shares and the issuance of the Conversion Warrant Shares will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "SECURITIES 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. 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.

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 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. 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 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 Purchaser contained in Section 4.2 hereof4, the offer, sale and issuance of the Shares, the Warrants, the Warrant Shares and the issuance of the Conversion Shares will be exempt from the registration requirements of the United States Securities Act of 1933, as amended (the "SECURITIES ACTSecurities 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 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 hereofherein, the offer, sale and issuance of the Shares and the issuance subsequent conversion 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. 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 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 hereof, the offer, sale and ----------- issuance of the Shares and the issuance of the Conversion Shares will be are 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.