Private Offering. Assuming the accuracy of the representations and warranties of the Purchaser set forth in Section 2.2(b)-(f), the issuance and sale of the Securities to the Purchaser as contemplated hereby are exempt from the registration requirements of the Securities Act. Neither the Company nor any Person acting on its behalf has taken or will take any action which might subject the offering, issuance or sale of the Securities to the registration requirements of the Securities Act.
Appears in 8 contracts
Samples: Convertible Debenture Purchase Agreement (Innovacom Inc), Convertible Preferred Stock Purchase Agreement (Say Yes Foods Inc), Convertible Debenture Purchase Agreement (Innovacom Inc)
Private Offering. Assuming the accuracy of the representations and warranties of the Purchaser set forth in Section 2.2(b)-(f), the offer, issuance and sale of the Securities to the Purchaser as contemplated hereby are exempt from the registration requirements of the Securities Act. Neither the Company nor any Person acting on its behalf has taken or will take any action which might subject the offering, issuance or sale of the Securities to the registration requirements of the Securities Act.
Appears in 5 contracts
Samples: Convertible Debenture Purchase Agreement (Eurotech LTD), Convertible Debenture Purchase Agreement (JNC Opportunity Fund LTD), Convertible Debenture Purchase Agreement (Eurotech LTD)
Private Offering. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers set forth in Section 2.2(b)-(fSections 2.2(b)-(g), the offer, issuance and sale of the Securities to the Purchaser Purchasers as contemplated hereby are exempt from the registration requirements of the Securities ActAct of 1933, as amended (the "SECURITIES ACT"). Neither the Company nor any Person acting on its behalf has taken or will take any action which might that could subject the offering, issuance or sale of the Securities to the registration requirements of the Securities Act.
Appears in 4 contracts
Samples: Convertible Debenture Purchase Agreement (Kanakaris Communications Inc), Convertible Debenture Purchase Agreement (Premier Laser Systems Inc), Convertible Debenture Purchase Agreement (Kanakaris Wireless)
Private Offering. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers set forth in Section 2.2(b)-(fSections 2.2(b)-(g), the offer, issuance and sale of the Securities to the Purchaser Purchasers as contemplated hereby are exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). Neither the Company nor any Person acting on its behalf has taken or will take any action which might that could subject the offering, issuance or sale of the Securities to the registration requirements of the Securities Act.
Appears in 4 contracts
Samples: Secured Convertible Debenture Purchase Agreement (Collectible Concepts Group Inc), Registration Rights Agreement (New Frontier Media Inc /Co/), Convertible Debenture Purchase Agreement (American Biomed Inc)
Private Offering. Assuming the accuracy of the representations and warranties of the Purchaser Buyers set forth in Section 2.2(b)-(f3(a)-(f), the offer, issuance and sale of the Securities to the Purchaser Buyers as contemplated hereby are exempt from the registration requirements of the Securities Act. Neither the Company nor any Person acting on its behalf has taken or will take any action which might that could subject the offering, issuance or sale of the Securities to the registration requirements of the Securities Act.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Fonix Corp), Securities Purchase Agreement (Fonix Corp), Securities Purchase Agreement (Fonix Corp)
Private Offering. Assuming the accuracy of the representations and warranties of the Purchaser set forth in Section 2.2(b)-(fSections 2.2(b)-(h), the offer, issuance and sale of the Securities to the Purchaser as contemplated hereby are exempt from the registration requirements of the Securities ActAct of 1933, as amended (the "SECURITIES ACT"). Neither the Company nor any Person acting on its behalf has taken or will take any action which might could subject the offering, issuance or sale of the Securities to the registration requirements of the Securities Act.
Appears in 3 contracts
Samples: Convertible Debenture Purchase Agreement (Intelligent Medical Imaging Inc), Stock Purchase Agreement (Planet Entertainment Corp), Convertible Preferred Stock Purchase Agreement (Tanisys Technology Inc)
Private Offering. Assuming the accuracy of the representations and warranties of the Purchaser Buyer set forth in Section 2.2(b)-(f)herein, the issuance and sale of the Securities Preferred Shares to the Purchaser Buyer as contemplated hereby are exempt from the registration requirements of the Securities Act. Neither Except as provided in the Transaction Documents, neither the Company nor any Person person acting on its behalf has taken or will take any action which might subject the offering, issuance or sale of the Securities Preferred Shares to the registration requirements of the Securities Act.
Appears in 2 contracts
Samples: Innovative Gaming Corp of America, Innovative Gaming Corp of America
Private Offering. Assuming the accuracy of the representations and warranties of the Purchaser set forth in Section 2.2(b)-(f), the issuance and sale of the Securities to the Purchaser as contemplated hereby are is exempt from the registration requirements of the Securities Act. Neither the Company nor any Person acting on its behalf has taken or will take any action which might subject the offering, issuance or sale of the Securities to the registration requirements of the Securities Act.
Appears in 2 contracts
Samples: Convertible Debenture Unit Purchase Agreement (Integrated Environmental Technologies, Ltd.), Convertible Debenture Unit Purchase Agreement (Integrated Environmental Technologies, Ltd.)
Private Offering. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers set forth in Section 2.2(b)-(f), the issuance and sale of the Securities to the Purchaser Purchasers as contemplated hereby are exempt from the registration requirements of the Securities Act. Neither the Company nor any Person acting on its behalf has taken or will take any action which might subject the offering, issuance or sale of the Securities to the registration requirements of the Securities Act.
Appears in 2 contracts
Samples: Convertible Debenture Purchase Agreement (Eurotech LTD), Convertible Debenture Purchase Agreement (JNC Opportunity Fund LTD)
Private Offering. Assuming the accuracy of the representations and ---------------- warranties of the Purchaser Buyer set forth in Section 2.2(b)-(f3(a)-(f), the offer, issuance and sale of the Securities to the Purchaser Buyer as contemplated hereby are exempt from the registration requirements of the Securities Act. Neither the Company nor any Person acting on its behalf has taken or will take any action which might that could subject the offering, issuance or sale of the Securities to the registration requirements of the Securities Act.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Fonix Corp), Securities Purchase Agreement (Fonix Corp)
Private Offering. Assuming Subject to the accuracy of the Purchaser’s representations and warranties of the Purchaser set forth in Section 2.2(b)-(f)2 hereof, the issuance offer and sale of the Units and the issuance of the Securities to the Purchaser as contemplated hereby by this Agreement are exempt from the registration requirements of the Securities Act. Neither , and neither the Company nor any Person agent acting on its behalf has taken or will take any action which might subject hereafter that would cause the offering, issuance or sale loss of the Securities to the registration requirements of the Securities Actsuch exemption.
Appears in 1 contract
Private Offering. Assuming the accuracy of the representations and warranties of the Purchaser set forth in Section 2.2(b)-(f)herein, the offer, issuance and sale of the Securities to the Purchaser as contemplated hereby are exempt from the registration requirements of the Securities Act. Neither the Company nor any Person acting on its behalf has taken or will take any action which might subject the offering, issuance or sale of the Securities to the registration requirements of the Securities Act.
Appears in 1 contract
Samples: Convertible Debenture Purchase Agreement (Network Connection Inc)
Private Offering. Assuming the accuracy of the representations and ---------------- warranties of the Purchaser Buyers set forth in Section 2.2(b)-(f3(a)-(f), the offer, issuance and sale of the Securities to the Purchaser Buyers as contemplated hereby are exempt from the registration requirements of the Securities Act. Neither the Company nor any Person acting on its behalf has taken or will take any action which might that could subject the offering, issuance or sale of the Securities to the registration requirements of the Securities Act.
Appears in 1 contract