Common use of Offerings Clause in Contracts

Offerings. Subject in part to the truth and accuracy of Investor's representations and warranties set forth in this Agreement, the offer, sale and issuance of the Shares as contemplated by this Agreement are exempt from the registration requirements of the Securities Act and any applicable state securities laws, and neither the Issuer nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Appears in 8 contracts

Samples: Subscription Agreement (Lendingtree Inc), Subscription Agreement (Knot Inc), Subscription Agreement (Convera Corp)

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Offerings. Subject in part to the truth and accuracy of Investor's ’s representations and warranties set forth in this Agreement, the offer, sale and issuance of the Shares as contemplated by this Agreement are exempt from the registration requirements of the Securities Act and any applicable state securities laws, and neither the Issuer nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Appears in 7 contracts

Samples: Subscription Agreement (CDSS Wind Down Inc), Subscription Agreement (Knot Inc), Subscription Agreement (Autobytel Inc)

Offerings. Subject in part to the truth and accuracy of each Investor's ’s representations and warranties set forth in this Agreement, the offer, sale and issuance of the Shares as contemplated by this Agreement are exempt from the registration requirements of the Securities Act and any applicable state securities laws, and neither the Issuer nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Appears in 1 contract

Samples: Purchase Agreement (Path 1 Network Technologies Inc)

Offerings. Subject in part to the truth and accuracy of Investor's the Investors’ representations and warranties set forth in this Agreement, the offer, sale and issuance of the Shares Securities as contemplated by this Agreement are exempt from the registration requirements of the Securities Act and any applicable state securities laws, and neither the Issuer nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption. The Issuer is eligible to register its Common Stock for resale by the Investors under Form S-3 under the Securities Act.

Appears in 1 contract

Samples: Subscription Agreement (Loudeye Corp)

Offerings. Subject in part to the truth and accuracy of Investor's ’s representations and warranties set forth in this Agreement, the offer, sale and issuance of the Shares Note as contemplated by this Agreement are exempt from the registration requirements of the Securities Act and any applicable state securities laws, and neither the Issuer nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Appears in 1 contract

Samples: Subscription Agreement for Convertible Notes (CDSS Wind Down Inc)

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Offerings. Subject in part to the truth and accuracy of Investor's the Investors' representations and warranties set forth in this Agreement, the offer, sale and issuance of the Shares Securities as contemplated by this Agreement are exempt from the registration requirements of the Securities Act and any applicable state securities laws, and neither the Issuer nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Appears in 1 contract

Samples: Subscription Agreement (Loudeye Corp)

Offerings. Subject in part to the truth and accuracy of Investor's representations and warranties set forth in this Agreement, the offer, sale and issuance of the Shares and the Warrants as contemplated by this Agreement are exempt from the registration requirements of the Securities Act and any applicable state securities laws, and neither the Issuer nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

Appears in 1 contract

Samples: Subscription Agreement (Citadel Security Software Inc)

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