Common use of Offering Valid Clause in Contracts

Offering Valid. Assuming the accuracy of the representations and warranties of Purchaser contained in Section 4.2 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. 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 Purchaser the Purchasers contained in Section 4.2 hereof4.2, the offer, sale and issuance of the 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 (or are be 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 Purchaser contained in Section 4.2 4.5 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 1933Act, 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 state securities lawsLaws. 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 requirements of the Securities Act or any state securities lawsAct.

Offering Valid. Assuming the accuracy of the representations and warranties of Purchaser DeuteRx contained in Section 4.2 hereof4.4, the offer, sale offer and issuance of the 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 (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 of 1933, as amended (the “Securities Act”) or any state securities laws.

Offering Valid. Assuming the accuracy of the representations and warranties of Purchaser Purchasers contained in Section 4.2 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. 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 Purchaser the Investor contained in Section 4.2 hereof4.3, the offer, sale and issuance of the 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 (or are exempt from registration and qualification) under the registration, permit 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 Purchaser contained in Section 4.2 hereof4.2, the offer, sale and issuance of the Shares and 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 nor any agent on its behalf of the Company 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 Securities to any person or persons Person so as to bring the sale of such Shares Securities by the Company 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 Purchaser contained in Section 4.2 hereof5.4, the offer, sale and issuance of the 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 (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.