Offering. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4 hereof, the offer, issue, and sale of the Notes and the Conversion Securities (collectively, the “Securities”) are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”), and 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 6 contracts
Samples: Convertible Promissory Note Purchase Agreement (XL Fleet Corp.), Convertible Promissory Note Purchase Agreement (Vallon Pharmaceuticals, Inc.), Convertible Promissory Note Purchase Agreement (Vallon Pharmaceuticals, Inc.)
Offering. Assuming the accuracy of the representations and warranties of the Purchasers Subscriber contained in Section 4 hereofof this Agreement, the offer, issue, and sale of the Notes and the Conversion Securities (collectively, the “Securities”) are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”), and 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 5 contracts
Samples: Note Purchase Agreement (BioLife4D Corp), Note Purchase Agreement (BioLife4D Corp), Note Purchase Agreement (BioLife4D Corp)
Offering. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4 hereof, the offer, issue, and sale of the Notes and the Conversion Securities (collectively, the “Securities”) are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”), and 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 5 contracts
Samples: Note Purchase Agreement (NorthView Acquisition Corp), Note Purchase Agreement, Note Purchase Agreement (Organovo Holdings, Inc.)
Offering. Assuming the accuracy of the representations and warranties of the Purchasers Investor contained in Section 4 hereof, the offer, issue, and sale of the Notes and the Conversion Securities (collectively, the “Securities”) are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”), and have been registered or qualified (or are exempt from registration and qualification) under the registration, permit, or qualification requirements of all applicable state securities lawslaw.
Appears in 4 contracts
Samples: Note Purchase Agreement (Cyclo Therapeutics, Inc.), Note Purchase Agreement (Cyclo Therapeutics, Inc.), Note Purchase Agreement (Cyclo Therapeutics, Inc.)
Offering. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4 hereof, the offer, issue, and sale of the Notes and the Conversion Securities (collectively, the “Securities”) are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”), and 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 4 contracts
Samples: Note Purchase Agreement (Connecture Inc), Note Purchase Agreement (Connecture Inc), Note Purchase Agreement (Procera Networks Inc)
Offering. Assuming the accuracy of the representations and warranties of the Purchasers Investor contained in Section 4 hereof, the offer, issue, and sale of the Notes and the Conversion Securities (collectively, the “Securities”) Warrant are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), and 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 4 contracts
Samples: Note and Warrant Purchase Agreement (Biocept Inc), Note and Warrant Purchase Agreement (Biocept Inc), Note and Warrant Purchase Agreement (Biocept Inc)
Offering. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4 hereof, the offer, issue, issue and sale of the Notes and the Conversion Securities (collectively, the “Securities”) Warrant are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), and 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.
Appears in 3 contracts
Samples: Convertible Note Purchase and Warrant Agreement (Bioject Medical Technologies Inc), Convertible Note Purchase and Warrant Agreement (Bioject Medical Technologies Inc), Convertible Note Purchase and Warrant Agreement (Bioject Medical Technologies Inc)
Offering. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4 hereof4, the offer, issue, and sale of the Notes and the Conversion Securities (collectively, the “Securities”) are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”), and 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: Convertible Note Purchase Agreement (Carbylan Therapeutics, Inc.), Convertible Note Purchase Agreement (Carbylan Therapeutics, Inc.), Convertible Note Purchase Agreement (Carbylan Therapeutics, Inc.)
Offering. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4 hereof, the offer, issue, and sale of the Notes and the Conversion Securities (collectively, the “Securities”) are is and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), and 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: Note and Warrant Purchase Agreement (PARTS iD, Inc.), Note and Warrant Purchase Agreement (PARTS iD, Inc.), Note and Warrant Purchase Agreement (PARTS iD, Inc.)
Offering. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Section 4 hereof, the offer, issue, and sale of the Notes and the Conversion Securities (collectively, the “Securities”) Warrants are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “"1933 Act”"), and 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: Note and Warrant Purchase Agreement (Zenascent Inc), Note and Warrant Purchase Agreement (Park City Group Inc), Note and Warrant Purchase Agreement (Park City Group Inc)
Offering. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Section 4 hereof, the offer, issue, and sale of the Notes and the Conversion Securities (collectively, the “Securities”) are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”), and 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: Note Purchase Agreement (Angion Biomedica Corp.), Note Purchase Agreement (Threshold Pharmaceuticals Inc)
Offering. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Section 4 hereof, the offer, issue, and sale of the Notes and the Conversion Securities (collectively, the “Securities”) Note are and will be exempt from the registration and prospectus delivery requirements of the United States Securities Act of 1933, as amended (the “Securities Act”), and 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: Unsecured Promissory Note Purchase Agreement (Augusta Gold Corp.), Secured Promissory Note Purchase Agreement (Augusta Gold Corp.)
Offering. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Section 4 hereof, the offer, issue, and sale of the Notes and the Conversion Securities (collectively, the “Securities”) Warrants are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”"1933 ACT"), and 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: Agreement and Plan of Merger (Fusion Fund Inc /De/), Note and Warrant Purchase Agreement (Zenascent Inc)
Offering. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4 hereof, the offer, issue, issuance and sale of the Notes and the Conversion Securities (collectively, the “Securities”) Shares are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “"1933 Act”"), and 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.
Appears in 2 contracts
Samples: Registration Rights Agreement (Ets International Inc), Preferred Stock Purchase Agreement (Princeton Review Inc)
Offering. Assuming the accuracy of the representations and warranties of the Purchasers Investor contained in Section 4 hereof, the offer, issue, and sale of the Notes and the Conversion Securities (collectively, the “Securities”) Note are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”), and have been registered or qualified (or are exempt from registration and qualification) under the registration, permit, or qualification requirements of all applicable state securities lawslaw.
Appears in 2 contracts
Samples: Note Purchase Agreement (Cyclo Therapeutics, Inc.), Note Purchase Agreement (Cyclo Therapeutics, Inc.)
Offering. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4 hereof, the offer, issue, and sale issuance of the Notes and the Conversion Securities (collectively, the “Securities”) are is and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”), and have has been registered or qualified (or are is exempt from registration and qualification) under the registration, permit, or qualification requirements of all applicable state securities laws.
Appears in 2 contracts
Samples: Convertible Note Purchase Agreement (Gi Dynamics, Inc.), Convertible Note Purchase Agreement (Gi Dynamics, Inc.)
Offering. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4 hereof, the offer, issue, and sale of the Notes and the Conversion Securities (collectively, the “Securities”) are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “"Act”"), and 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: Note and Warrant Purchase Agreement (Cardionet Inc), Note and Warrant Purchase Agreement (Cardionet Inc)
Offering. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Section 4 hereof, the offer, issue, and sale of the Notes and the Conversion Securities (collectively, the “Securities”) are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”), and 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: Note Purchase Agreement (Tetralogic Pharmaceuticals Corp), Note Purchase Agreement (Tetralogic Pharmaceuticals Corp)
Offering. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4 hereof, the offer, issue, and sale of the Notes and the Warrants and the Conversion Securities (collectively, the “Securities”) are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), and 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.are
Appears in 2 contracts
Samples: Note and Warrant Purchase Agreement (Acelrx Pharmaceuticals Inc), Note and Warrant Purchase Agreement (Acelrx Pharmaceuticals Inc)
Offering. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4 hereof, the offer, issue, and sale of the Notes and the Conversion Securities (collectively, the “Securities”) Shares are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”), and 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 (Ascent Solar Technologies, Inc.), Stock Purchase Agreement (Ascent Solar Technologies, Inc.)
Offering. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4 hereof, the offer, issue, and sale of the Notes and the Conversion Securities (collectively, the “Securities”) Warrants are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”), and 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: Form of Note and Warrant Purchase Agreement (10X Capital Venture Acquisition Corp. III), Form of Note and Warrant Purchase Agreement (10X Capital Venture Acquisition Corp. III)
Offering. Assuming the accuracy of the representations and warranties -------- of the Purchasers contained in Section 4 hereof, the offer, issue, issue and sale of the Notes and the Conversion Securities (collectively, the “Securities”) Warrants are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “"1933 Act”"), and have been registered or qualified (or and, upon the filing of certain forms which will be completed promptly following the Closing, are exempt from registration and qualification) qualification under the registration, permit, permit or qualification requirements of all applicable state securities laws.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Vstream Inc /Co)
Offering. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Section 4 hereof, the offer, issue, and sale of the Notes and the Conversion Securities (collectively, the “Securities”) are Warrants is and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”), and have has been registered or qualified (or are is exempt from registration and qualification) under the registration, permit, or qualification requirements of all applicable state securities laws.
Appears in 1 contract
Samples: Warrant Purchase Agreement (Rhodium Enterprises, Inc.)
Offering. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4 hereof, the offer, issue, and sale of the Notes and the Conversion Securities (collectively, the “Securities”) are and will be is exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), and 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 1 contract
Offering. Assuming the accuracy of the representations and warranties of the Purchasers Investor contained in Section 4 hereof, the offer, issue, and sale of the Notes and the Conversion Securities (collectively, the “Securities”) are is and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “"1933 Act”"), and have has 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 1 contract
Offering. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4 hereof, the offer, issue, and sale of the Notes and the Conversion Securities (collectively, the “Securities”) are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “" 1933 Act”"), and 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 1 contract
Offering. (a) Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4 hereof, the offer, issue, and sale of the Notes and the Conversion Securities (collectively, the “Securities”) Shares are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”), and 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 1 contract
Samples: Common Stock Purchase Agreement (Ascent Solar Technologies, Inc.)
Offering. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Section 4 hereof, the offer, issue, and sale of the Notes and the Conversion Securities (collectively, the “Securities”) are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”), and 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.
Appears in 1 contract
Offering. Assuming the accuracy of the representations and warranties of the Purchasers Holders contained in Section 4 hereofbelow, the offer, issue, issue and sale of the Notes and the Conversion Securities (collectively, the “Securities”) are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”), and 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.
Appears in 1 contract
Samples: Convertible Note Purchase Agreement (Phoenix Biotech Acquisition Corp.)
Offering. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Section 4 hereof, the offer, issue, and sale of the Notes and the Conversion Securities (collectively, the “Securities”) Shares are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”), and 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 1 contract
Offering. Assuming the accuracy of the representations and warranties of the Purchasers Investor contained in Section 4 hereof, the offer, issue, and sale of the Notes Note and the Conversion Securities (collectively, the “Securities”) Warrant are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), and 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 1 contract
Offering. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4 hereof, the offer, issue, issue and sale of the Notes and the Conversion Securities (collectively, the “"Securities”") are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), and 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.
Appears in 1 contract
Offering. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4 hereof, the offer, issue, and sale of the Notes Notes, Warrants and the Conversion Securities (collectively, the “Securities”) are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”), and 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 1 contract
Samples: Warrant Purchase Agreement (Learn SPAC HoldCo, Inc.)
Offering. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Section 4 hereof, the offer, issue, and sale of the Notes and the Conversion Securities (collectively, the “Securities”) are and will be Shares is exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “"Act”"), and the Shares 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 1 contract
Samples: Common Stock Purchase Agreement (Ribogene Inc / Ca/)
Offering. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4 hereof, the offer, issue, and sale of the Notes and the Conversion Securities (collectively, the “Securities”) are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”), and have been registered or qualified (or are exempt from registration registra- tion and qualification) under the registration, permit, or qualification requirements of all applicable state securities laws.
Appears in 1 contract
Offering. Assuming the accuracy of the representations and warranties of the Purchasers each Purchaser contained in Section 4 hereof, the offer, issue, issue and sale of the Notes and the Conversion Securities (collectively, the “Securities”) Warrant are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), and 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.
Appears in 1 contract
Samples: Convertible Note Purchase and Warrant Agreement (Bioject Medical Technologies Inc)
Offering. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Section 4 hereof, the offer, issue, and sale of the Notes Note and the Conversion Securities (collectively, the “Securities”) Warrant are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”"1933 ACT"), and 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 1 contract
Samples: Note and Warrant Purchase Agreement (Zenascent Inc)
Offering. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Section 4 hereof, the offer, issue, and sale of the Notes Note and the Conversion Securities shares of Stock (collectively, the “SecuritiesOffering”) are and will be exempt from the registration and prospectus delivery requirements of the Securities 1933 Act of 1933, as amended (the “Act”), and 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 1 contract
Samples: Note and Stock Purchase Agreement (Enlightened Gourmet, Inc.)
Offering. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Section 4 hereof, the offer, issue, and sale of the Notes and the Conversion Securities (collectively, the “Securities”) are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”), and 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 1 contract
Samples: Securities Purchase Agreement (Bullfrog Gold Corp.)
Offering. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Section 4 hereof, the offer, issue, and sale of the Notes Note and the Conversion Securities (collectively, the “Securities”) Warrant are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”"ACT"), and 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 1 contract
Samples: Note and Warrant Purchase Agreement (Anza Capital Inc)
Offering. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Section 4 hereof, the offer, issue, and sale of the Notes and the Conversion Securities (collectively, the “Securities”) are is and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), and 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 1 contract
Samples: Note and Warrant Purchase Agreement (PARTS iD, Inc.)
Offering. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Section 4 hereof, the offer, issue, and sale of the Notes Note, Warrant and the Conversion Securities (collectively, the “Securities”) are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”), and 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 1 contract
Samples: Warrant Purchase Agreement (Learn SPAC HoldCo, Inc.)
Offering. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4 hereof, the offer, issue, and sale of the Notes Note and the Conversion Securities (collectively, the “Securities”) Warrant are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”"ACT"), and 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 1 contract
Samples: Note and Warrant Purchase Agreement (Spark Networks PLC)
Offering. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Section 4 hereof, the offer, issue, and sale of the Notes and the Conversion Securities (collectively, the “Securities”) are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”), and 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.
Appears in 1 contract
Samples: Convertible Promissory Note Purchase Agreement (Trxade Group, Inc.)
Offering. Assuming the accuracy of the representations and warranties of the Purchasers such Lender contained in Section 4 hereof, the offer, issue, issuance and sale of the Notes such Lender’s Note and the Conversion Company Equity Securities (collectively, the “Securities”) issuable thereunder are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), and 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.
Appears in 1 contract
Samples: Convertible Note Purchase Agreement (Apricus Biosciences, Inc.)
Offering. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4 hereof, the offer, issue, issue and sale of the Notes and the Conversion Securities (collectively, the “Securities”) Warrants are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”"1933 ACT"), and 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.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Tunes Com Inc)
Offering. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Section 4 hereof, the offer, issue, and sale of the Notes Note and the Conversion Securities (collectively, the “Securities”) are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”), and 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 1 contract
Offering. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4 hereof, the offer, issue, and sale of the Notes and the Conversion Securities (collectively, the “Securities”) are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “"Act”"), and 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 1 contract
Offering. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Section 4 hereof, the offer, issue, and sale of the Notes and the Conversion Securities (collectively, the “Securities”) are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”), and 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 1 contract
Samples: Note Purchase Agreement (Ascent Solar Technologies, Inc.)
Offering. Assuming the accuracy of the representations and warranties of the Purchasers Investor contained in Section 4 hereof4, the offer, issue, sale and sale issuance of the Notes and the Conversion Securities (collectively, the “Securities”) are and will be Warrants is exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “"1933 Act”"), and have has been registered or qualified (or are is exempt from registration and qualification) under the registration, permit, or qualification requirements of all applicable state securities laws.
Appears in 1 contract
Samples: Issue Warrant and Grant of Security Interest (Scientific Learning Corp)
Offering. Assuming the accuracy of the representations and warranties of the Purchasers Lenders contained in Section 4 hereof, the offer, issue, and sale of the Notes and the Conversion Securities (collectively, the “Securities”) are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), and 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 1 contract
Samples: Line of Credit Agreement (Avalon Pharmaceuticals Inc)
Offering. Assuming the accuracy of the representations and warranties of the Purchasers Investor contained in Section 4 hereof, the offer, issue, and sale of the Notes and the Conversion Securities (collectively, the “Securities”) Warrants are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), and 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 1 contract
