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 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.
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 each of the Purchasers contained in Section 4.2 4 hereof, the offer, sale and issuance of the Purchased Shares and the offer, issuance and exchange of the New Shares for the Exchanged 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.
Appears in 2 contracts
Samples: Recapitalization Agreement (Birch Telecom Inc /Mo), Recapitalization Agreement (Birch Telecom Inc /Mo)
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 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 Stock Purchase Agreement (Array Biopharma Inc), Preferred and Common Stock Purchase Agreement (Array Biopharma Inc)
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 and 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 laws.
Appears in 2 contracts
Samples: Series C Preferred Stock Purchase Agreement (Qualmark Corp), Preferred Stock Purchase Agreement (Qualmark Corp)
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 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.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Birch Telecom Inc /Mo), 1 (Birch Telecom Inc /Mo)
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 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 (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 Purchasers contained in Section 4.2 SECTION 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 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 Purchasers contained in Section 4.2 4 hereof, the offer, sale and issuance of the Shares will be exempt from the registration requirements of the Securities Act 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 (Optimark Holdings Inc)
