Common use of Offering Clause in Contracts

Offering. Subject in part to the truth and accuracy of the Investor’s representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement is exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth and accuracy of the Investor’s 's representations set forth in Section 3 4.02 of this Agreement, the offer, sale and issuance of the Securities Notes as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities lawsAct, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth and accuracy of the each Investor’s 's representations set forth in Section Article 3 of this Agreement, the offer, sale and issuance of the Securities Common Stock and Warrants as contemplated by this Agreement is and the issuance of the securities issuable upon exercise of the Warrants are exempt from the registration requirements of the Securities Act and will not result (as defined in a violation of the qualification or registration requirements of the any applicable state securities lawsSection 2.17), and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to Assuming the truth and accuracy of the Investor’s representations set forth and warranties of the Investors contained in Section 3 3.2 of this Agreement, the offer, issue, and sale and issuance of the Securities as contemplated by this Agreement is are exempt from the registration and prospectus delivery requirements of the Securities Act and will not result in a violation of the registration or qualification or registration requirements of the any all applicable state securities laws, and neither . Neither the Company nor any authorized agent acting on its behalf will knowingly take any action hereafter that would cause the loss of such exemptionexemptions.

Offering. Subject in part to the truth and accuracy of the Investor’s 's representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Class A Common Stock as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offering. (i) Subject in part to the truth and accuracy of the each Investor’s representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Notes as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth and accuracy of the Investor’s each Purchaser's representations and warranties set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth and accuracy of the Investor’s representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Common Stock as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action (including any offering of any securities of the Company under circumstances which would require the integration of such offering with the offering of any of the Securities to be issued pursuant to this Agreement under the Securities Act and the rules and regulations of the Commission thereunder) hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth and accuracy of the each Investor’s representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Shares as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth and accuracy of the Investor’s Investors’ representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Shares and the Warrants as contemplated by this Agreement is are exempt from the registration requirements of Section 5 of the Securities Act and will not result in a violation of 1933, as amended (the qualification or registration requirements of the any applicable state securities laws“Securities Act”), and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth and accuracy of the Investor’s representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Convertible Note as contemplated by this Agreement is exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth and accuracy of the Investor’s representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement is Agreement, and the issuance of the Conversion Shares in accordance with the terms of the Notes, are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and will not result in a violation of the qualification or registration requirements of the any applicable state securities laws. Neither the Company, and neither the Company nor any authorized agent acting on its behalf of the Company, will take any action hereafter that would cause the loss of such exemptionexemptions.

Offering. Subject in part to the truth and accuracy of the Investor’s Investors' representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption. The issuance of the Conversion Shares upon conversion of the Securities will be exempt from the registration requirement of the Securities Act and applicable state securities laws.

Offering. Subject in part to the truth and accuracy of the Investor’s 's representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities shares as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act Act, and will not result in a violation of have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification or registration requirements of the any all applicable state securities laws, and neither . Neither the Company nor any authorized agent acting on its behalf has taken or will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth and accuracy of the Investor’s Investors’ representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the registration or qualification or registration requirements of the any applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth and accuracy of the each Investor’s 's representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Common Shares and the Warrants as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth and accuracy of the each Investor’s representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Notes and the Warrants as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth and accuracy of the each -------- Investor’s 's representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth and accuracy of the Investor’s representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Notes and Warrants as contemplated by this Agreement is exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth and accuracy of the Investor’s 's representations and warranties set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth and accuracy of the each -------- Investor’s 's representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Common Shares and the Warrants as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth and accuracy of the Investor’s 's representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Shares as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth and accuracy of the Investor’s Investor representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption. The issuance of the Conversion Shares upon conversion of the Securities will be exempt from the registration requirement of the Securities Act and applicable state securities laws.

Offering. Subject in part to the truth and accuracy of the Investor’s 's representations set forth in Section 3 of this AgreementSections 3.2 and 3.3 below, the offer, sale and issuance of the Securities Purchased Shares as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any all other applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth and accuracy of the each Investor’s representations set forth in Section Article 3 of this Agreement, the offer, sale and issuance of the Securities Common Stock and Warrants as contemplated by this Agreement is and the issuance of the securities issuable upon exercise of the Warrants are exempt from the registration requirements of the Securities Act and will not result (as defined in a violation of the qualification or registration requirements of the any applicable state securities lawsSection 2.17), and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth and accuracy of the Investor’s 's representations set forth in Section 3 of this AgreementAgreement and in the Investment Letter attached hereto as Exhibit A, the offer, sale and issuance of the Securities Shares as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities lawsAct, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth completeness and accuracy of the each Investor’s 's representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Notes and Warrants as contemplated by this Agreement is is, and the issuance of the Warrant Shares in accordance with the terms of the Warrants will be, exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth and accuracy validity of the Investor’s 's representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Purchased Shares as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification qualification, or registration or exemption requirements of the under any applicable state securities laws, and neither . Neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemptionexemptions.

Offering. Subject in part to the truth and accuracy of the each Investor’s representations set forth in Section 3 ARTICLE III of this Agreement, the offer, sale and issuance of the Securities Common Stock as contemplated by this Agreement is are exempt from the registration or qualification requirements of the Securities Act Act, and will not result in a violation of the qualification or registration requirements of the any applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth and accuracy of the InvestorSeller’s representations and warranties set forth in Section 3 3(a) of this Agreement, the offer, sale and issuance of the Securities Shares as contemplated by this Agreement is and will be exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf has taken or will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth and accuracy of the each Investor’s representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any California law or other applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth and accuracy of the each Investor’s representations set forth in Section 3 of this Agreement, the offer, sale sale, and issuance of the Securities as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth and accuracy of the -------- each Investor’s 's representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth and accuracy of the -------- Investor’s 's representations set forth in Section 3 of this Agreement3, the offer, sale and issuance of the Securities Shares as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities lawsAct, and neither the Stockholder, the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth and accuracy of the InvestorSeller’s representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Shares as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act Act, and will not result in a violation of from the registration and qualification or registration requirements of the any applicable state securities laws, and neither the Company Parent nor the Buyer nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemptionexemptions.

Offering. Subject in part to the truth and accuracy of the Investor’s representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities and the Warrant Shares as contemplated by this Agreement is and the Warrants are exempt from the registration requirements of Section 5 of the Securities Act Act, and will not result in a violation of the qualification or registration requirements of the any applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth and accuracy of the Investor’s representations set forth in Section 3 of this Agreement3, the offer, sale and issuance of the Securities as contemplated by this Agreement is and issued in connection therewith are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth and accuracy of the Investor’s 's representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Common Stock as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities lawsAct, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth and accuracy of the InvestorLender’s representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Purchased Securities as contemplated by this Agreement is exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth and accuracy of the Investor’s Investors' representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Common Stock and the Warrants as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities lawsAct, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth and accuracy of the InvestorPurchaser’s representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Purchased Shares as contemplated by this Agreement is exempt from the registration requirements of the Securities Act Act, and will not result in a the violation of the qualification or registration requirements of the any applicable state securities laws, laws subject to filings pursuant to applicable state and neither federal securities laws that may be made following the Initial Closing. Neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemptionexemptions.

Offering. Subject in part to the truth and accuracy of the Investor’s representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Common Stock as contemplated by this Agreement is exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth and accuracy of the each Investor’s 's representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Common Shares as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth and accuracy of the Investor’s each -------- Purchaser's representations and warranties set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to Assuming the truth and accuracy of the each Investor’s representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Notes and the Conversion Shares as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result (as defined in a violation of the qualification or registration requirements of the any applicable state securities laws, Indenture) and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth and accuracy of the each Investor’s representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Shares as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable United States federal and state securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth and accuracy of the each Investor’s representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth and accuracy of the each Investor’s 's representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Stock as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities lawsAct, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth and accuracy of the Investor’s Investors’ representations and warranties set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities laws, and neither the Company Issuer, the Subsidiary nor any authorized agent acting on its their behalf will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth and accuracy of the Investor’s representations and warranties set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth and accuracy of each of the Investor’s 's representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities Shares as contemplated by this Agreement is are exempt from the registration requirements of Section 5 of the Securities Act Act, and will not result in a violation of the qualification or registration requirements of the any all applicable state securities laws, and neither the Company Company, its Subsidiaries nor any authorized agent acting on its the behalf of either the Company or any Subsidiaries will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth and accuracy of the each Investor’s 's representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities lawsAct, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Offering. Subject in part to the truth and accuracy of the Investor’s Investors’ representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement is are exempt from the registration requirements of the Securities Act and will not result in a violation of the qualification or registration requirements of the any applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption. The issuance of the Conversion Shares upon conversion of the Securities will be exempt from the registration requirement of the Securities Act and applicable state securities laws.