Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 1068 contracts
Samples: Securities Purchase Agreement (1847 Holdings LLC), Securities Purchase Agreement (Sonnet BioTherapeutics Holdings, Inc.), Securities Purchase Agreement (U-Bx Technology Ltd.)
Private Placement. Assuming the accuracy of the Purchasers’ Purchasers representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 218 contracts
Samples: Securities Purchase Agreement (Barfresh Food Group Inc.), Securities Purchase Agreement (Chez Ronald L), Securities Purchase Agreement (Lpath, Inc)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 144 contracts
Samples: Securities Purchase Agreement (SCWorx Corp.), Securities Purchase Agreement (Flewber Global Inc.), Securities Purchase Agreement (Hepion Pharmaceuticals, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 128 contracts
Samples: Securities Purchase Agreement (Siyata Mobile Inc.), Securities Purchase Agreement (Safety Shot, Inc.), Securities Purchase Agreement (Safety Shot, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities Shares by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities Shares hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 71 contracts
Samples: Purchase Agreement (Northann Corp.), Purchase Agreement (Northann Corp.), Securities Purchase Agreement (SANUWAVE Health, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities Warrants or the Warrant Shares by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 70 contracts
Samples: Securities Purchase Agreement (Senseonics Holdings, Inc.), Securities Purchase Agreement (Creative Medical Technology Holdings, Inc.), Securities Purchase Agreement (bioAffinity Technologies, Inc.)
Private Placement. Assuming the accuracy of the PurchasersBuyers’ representations and warranties set forth in Section 3.22, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Buyers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Primary Market.
Appears in 47 contracts
Samples: Securities Purchase Agreement (Xos, Inc.), Securities Purchase Agreement (Kona Gold Beverage, Inc.), Securities Purchase Agreement (uCloudlink Group Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 38 contracts
Samples: Securities Purchase Agreement (RedHawk Acquisition I Corp.), Securities Purchase Agreement (RedHawk Acquisition I Corp.), Securities Purchase Agreement (RedHawk Acquisition I Corp.)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities Common Warrants or the Common Warrant Shares by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 31 contracts
Samples: Securities Purchase Agreement (Sonnet BioTherapeutics Holdings, Inc.), Securities Purchase Agreement (Lexaria Bioscience Corp.), Securities Purchase Agreement (Indaptus Therapeutics, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 22 contracts
Samples: Securities Purchase Agreement (Chron Organization, Inc.), Securities Purchase Agreement (Barfresh Food Group Inc.), Securities Purchase Agreement (Cool Technologies, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ ' representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 22 contracts
Samples: Securities Purchase Agreement (CTD Holdings Inc), Securities Purchase Agreement (GT Biopharma, Inc.), Securities Purchase Agreement (Defense Technologies International Corp.)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities Shares by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities Shares hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 19 contracts
Samples: Securities Purchase Agreement (Presto Automation Inc.), Securities Purchase Agreement (Synthetic Biologics, Inc.), Stock Purchase Agreement (Bright Horizons Family Solutions Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ each Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 18 contracts
Samples: Securities Purchase Agreement (Digital Ally Inc), Securities Purchase Agreement (Exactus, Inc.), Securities Purchase Agreement (Digital Ally Inc)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading MarketMarket applicable to the Company.
Appears in 16 contracts
Samples: Securities Purchase Agreement (Cardax, Inc.), Securities Purchase Agreement (Cardax, Inc.), Securities Purchase Agreement (Cardax, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.23.2 of this Agreement and the accuracy of the information disclosed in the Accredited Investor Questionnaires provided by the Purchasers, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated herebyunder the Transaction Documents. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 15 contracts
Samples: Securities Purchase Agreement (Biofrontera Inc.), Securities Purchase Agreement (Fluent, Inc.), Securities Purchase Agreement (Fluent, Inc.)
Private Placement. Assuming the accuracy of the PurchasersInvestors’ representations and warranties set forth in Section 3.23.02, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Investors as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 15 contracts
Samples: Securities Purchase Agreement (CISO Global, Inc.), Securities Purchase Agreement (Adven Inc.), Securities Purchase Agreement (Bruush Oral Care Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities Warrants or the Warrant Shares by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 13 contracts
Samples: Securities Purchase Agreement (Greenwave Technology Solutions, Inc.), Securities Purchase Agreement (BioSig Technologies, Inc.), Securities Purchase Agreement (Greenwave Technology Solutions, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is not required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 12 contracts
Samples: Securities Purchase Agreement (Sigma Labs, Inc.), Securities Purchase Agreement (DropCar, Inc.), Securities Purchase Agreement (Gratitude Health, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties of the Purchasers set forth in Section 3.2Sections 3.2(b)-(f), no registration under the Securities Act is required for the offer offer, issuance and sale of the Securities by the Company to the Purchasers as contemplated herebyhereby are exempt from the registration requirements of the Securities Act. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading MarketPrincipal Market and no shareholder approval is required for the Company to fulfill its obligations under the Transaction Documents.
Appears in 12 contracts
Samples: Securities Purchase Agreement (Hollis Eden Pharmaceuticals Inc /De/), Securities Purchase Agreement (Smartire Systems Inc), Securities Purchase Agreement (Hollis Eden Pharmaceuticals Inc /De/)
Private Placement. Assuming the accuracy of the Purchasers’ Purchasers representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities Shares by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities Shares hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 10 contracts
Samples: Common Stock Purchase Agreement (Vision Sciences Inc /De/), Securities Purchase Agreement (Enova Systems Inc), Securities Purchase Agreement (Active Power Inc)
Private Placement. Assuming the accuracy of the Purchasers’ Buyer’s representations and warranties set forth in Section 3.22, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Buyer as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Primary Market.
Appears in 10 contracts
Samples: Unit Purchase Agreement (ALT5 Sigma Corp), Unit Purchase Agreement (ALT5 Sigma Corp), Unit Purchase Agreement (JanOne Inc.)
Private Placement. Assuming the accuracy of the PurchasersInvestors’ representations and warranties set forth in Section 3.2section 3.02, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Investors as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 10 contracts
Samples: Securities Purchase Agreement (Celularity Inc), Securities Purchase Agreement (Paid Inc), Securities Purchase Agreement (Mitesco, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2herein, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 10 contracts
Samples: Securities Purchase Agreement (Biozone Pharmaceuticals, Inc.), Securities Purchase Agreement (MusclePharm Corp), Securities Purchase Agreement (Biozone Pharmaceuticals, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.23.2 of this Agreement and the accuracy of the information disclosed in the Accredited Investor Questionnaires provided by the Purchasers, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated herebyunder the Transaction Documents. The Assuming the making and the obtaining of the Required Approvals, the issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 9 contracts
Samples: Securities Purchase Agreement (Alpine Immune Sciences, Inc.), Securities Purchase Agreement (Alpine Immune Sciences, Inc.), Securities Purchase Agreement (Hipcricket, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ Purchasers representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated herebyPurchasers. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 8 contracts
Samples: Securities Purchase Agreement (Bullion River Gold Corp), Securities Purchase Agreement (Bullion River Gold Corp), Securities Purchase Agreement (Bullion River Gold Corp)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2ARTICLE IV, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 8 contracts
Samples: Securities Purchase Agreement (Hansen Medical Inc), Securities Purchase Agreement (Feinberg Larry N), Securities Purchase Agreement (GTX Inc /De/)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.23.2 of this Agreement and the accuracy of the information disclosed in the Accredited Investor Questionnaires provided by the Purchasers, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated herebyunder the Transaction Documents. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Principal Trading Market.
Appears in 8 contracts
Samples: Securities Purchase Agreement (Gemphire Therapeutics Inc.), Securities Purchase Agreement (Baxano Surgical, Inc.), Securities Purchase Agreement (Baxano Surgical, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities Warrants and Warrant Shares by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 7 contracts
Samples: Securities Purchase Agreement (Marathon Patent Group, Inc.), Securities Purchase Agreement (Immune Pharmaceuticals Inc), Securities Purchase Agreement (Eyegate Pharmaceuticals Inc)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities Shares by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities Shares hereunder does do not contravene the rules and regulations of the Trading Market.
Appears in 7 contracts
Samples: Securities Purchase Agreement (Duos Technologies Group, Inc.), Securities Purchase Agreement (Duos Technologies Group, Inc.), Securities Purchase Agreement (Duos Technologies Group, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ each Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 7 contracts
Samples: Securities Purchase Agreement (Unrivaled Brands, Inc.), Securities Purchase Agreement (Mantra Venture Group Ltd.), Securities Purchase Agreement (COPsync, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Aspen Group, Inc.), Securities Purchase Agreement (Aspen Group, Inc.), Securities Purchase Agreement (Intellicell Biosciences, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.23.2 of this Agreement and the accuracy of the information disclosed in the Accredited Investor Questionnaires, no registration under the Securities Act is required for the offer and sale of the Securities Shares and Warrants by the Company to the Purchasers as contemplated hereby. The issuance and sale of under the Securities hereunder does not contravene the rules and regulations of the Trading MarketTransaction Documents.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Helicos Biosciences Corp), Securities Purchase Agreement (Versant Ventures II LLC), Securities Purchase Agreement (Versant Ventures II LLC)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities Shares by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities Shares hereunder does do not contravene the rules and regulations of the Company’s principal Trading Market.
Appears in 6 contracts
Samples: Share Purchase Agreement (LDK Solar Co., Ltd.), Share Purchase Agreement (LDK Solar Co., Ltd.), Share Purchase Agreement (LDK Solar Co., Ltd.)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading MarketSecurities.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Theralink Technologies, Inc.), Securities Purchase Agreement (Theralink Technologies, Inc.), Securities Purchase Agreement (Theralink Technologies, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities Debenture by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities Debenture hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Gopher Protocol Inc.), Securities Purchase Agreement (Digital Power Corp), Securities Purchase Agreement (Digital Power Corp)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser representations and warranties set forth in Section 3.22.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 5 contracts
Samples: Purchase Agreement (POSITIVEID Corp), Purchase Agreement (POSITIVEID Corp), Common Stock Purchase Agreement (Smartire Systems Inc)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.23.3 of this Agreement, no registration under the Securities Act is required for the offer and sale of the Securities Purchased Shares by the Company to the Purchasers as contemplated herebyPurchaser under this Agreement. The issuance and sale of the Securities Purchased Shares hereunder does not contravene the rules and regulations of the Trading MarketNASDAQ.
Appears in 5 contracts
Samples: Investment Agreement (WashingtonFirst Bankshares, Inc.), Investment Agreement (WashingtonFirst Bankshares, Inc.), Investment Agreement (WashingtonFirst Bankshares, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ Purchasers representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Principal Market.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Validian Corp), Securities Purchase Agreement (Large Scale Biology Corp), Securities Purchase Agreement (Bulldog Technologies Inc)
Private Placement. Assuming the accuracy of the Purchasers’ each Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers each Purchaser as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Creek Road Miners, Inc.), Convertible Note Purchase Agreement (Notis Global, Inc.), Convertible Note Purchase Agreement (Notis Global, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does do not contravene the rules and regulations of the Trading Market.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Tenon Medical, Inc.), Securities Purchase Agreement (Tenon Medical, Inc.), Securities Purchase Agreement (Tenon Medical, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities Debentures by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities Debentures hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Progreen US, Inc.), Securities Purchase Agreement (Pressure Biosciences Inc), Securities Purchase Agreement (Pressure Biosciences Inc)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The Subject to Stockholder Approval requirements, the issuance and sale of the Securities hereunder does will not contravene the rules and regulations of the Trading Market.
Appears in 5 contracts
Samples: Securities Purchase Agreement (ZyVersa Therapeutics, Inc.), Securities Purchase Agreement (ZyVersa Therapeutics, Inc.), Securities Purchase Agreement (SHF Holdings, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ each respective Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the such Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Marketany trading market.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Sequenom Inc), Securities Purchase Agreement (Sequenom Inc), Securities Purchase Agreement (It&e International Group)
Private Placement. Assuming the accuracy of the PurchasersBuyers’ representations and warranties set forth in Section 3.22, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Buyers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Principal Market.
Appears in 5 contracts
Samples: Securities Purchase Agreement (EShallGo Inc.), Securities Purchase Agreement (Beneficient), Securities Purchase Agreement (Kidpik Corp.)
Private Placement. Assuming the accuracy of the Purchasers’ Buyer’s representations and warranties set forth in Section 3.22, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Buyer as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Principal Market.
Appears in 5 contracts
Samples: Securities Purchase Agreement (VinFast Auto Ltd.), Secured Debenture Purchase Agreement (Ideanomics, Inc.), Secured Debenture Purchase Agreement (Ideanomics, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.23.2 of this Agreement and the accuracy of the information disclosed in the Questionnaires, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated herebyunder the Transaction Documents. The issuance and sale of the Securities Shares hereunder does not contravene the rules and regulations of the Principal Trading Market.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Republic First Bancorp Inc), Securities Purchase Agreement (Republic First Bancorp Inc), Securities Purchase Agreement (Republic First Bancorp Inc)
Private Placement. Assuming the accuracy of the Purchasers’ Purchasers representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated herebyhereby in accordance with the terms of the Transaction Documents. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Surge Global Energy, Inc.), Securities Purchase Agreement (Wave Systems Corp), Securities Purchase Agreement (Surge Global Energy, Inc.)
Private Placement. Assuming the accuracy of the PurchasersInvestors’ representations and warranties set forth in Section 3.22, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Investors as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 4 contracts
Samples: Securities Purchase Agreement (As Seen on TV, Inc.), Securities Purchase Agreement (As Seen on TV, Inc.), Securities Purchase Agreement (As Seen on TV, Inc.)
Private Placement. Assuming the accuracy of the PurchasersBuyers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Buyers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Principal Market.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Nuvve Holding Corp.), Securities Purchase Agreement (Genius Group LTD), Securities Purchase Agreement (Shuttle Pharmaceuticals Holdings, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser representations and warranties set forth in Section 3.23, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Marketany trading market.
Appears in 4 contracts
Samples: Series H Preferred Stock Purchase Agreement (Entech Solar, Inc.), Series H Preferred Stock Purchase Agreement (Entech Solar, Inc.), Series H Preferred Stock Purchase Agreement (Entech Solar, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities Ordinary Warrants or the Ordinary Warrant Shares by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Portage Biotech Inc.), Securities Purchase Agreement (Scinai Immunotherapeutics Ltd.), Securities Purchase Agreement (Akari Therapeutics PLC)
Private Placement. Assuming the accuracy of each of the Purchasers’ Purchasers representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Sun Solunet LLC), Securities Purchase Agreement (San Holdings Inc), Securities Purchase Agreement (Coach Industries Group Inc)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities Notes, Warrants and Underlying Shares by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Creative Realities, Inc.), Securities Purchase Agreement (Creative Realities, Inc.), Securities Purchase Agreement (Creative Realities, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated herebyhereby is exempt from the registration requirements of the Securities Act. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Trevi Therapeutics, Inc.), Securities Purchase Agreement (Trevi Therapeutics, Inc.), Securities Purchase Agreement (Trevi Therapeutics, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.22.2, no registration under the Securities Act is required for the offer and sale of the Securities Shares by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities Shares hereunder does not contravene the rules and regulations of the Trading MarketOTC Markets, or any other market or exchange on which the Common Stock is listed or quoted for trading on the Closing Date.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Mountain High Acquisitions Corp.), Securities Purchase Agreement (Altair International Corp.), Securities Purchase Agreement (Lixte Biotechnology Holdings, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act or other applicable securities laws is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Delcath Systems, Inc.), Securities Purchase Agreement (Delcath Systems, Inc.), Securities Purchase Agreement (Delcath Systems, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Momentus Inc.), Securities Purchase Agreement (H-Cyte, Inc.), Series a Preferred Stock Purchase Agreement (Dataram Corp)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company Units to the Purchasers as contemplated hereby. The issuance and sale of the Securities Units hereunder does not contravene the rules and regulations of the Trading MarketMarket applicable to the Company.
Appears in 4 contracts
Samples: Subscription Agreement (Cardax, Inc.), Subscription Agreement (Cardax, Inc.), Subscription Agreement (Cardax, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ Investor’s representations and warranties set forth in Section 3.22.1, no registration under the Securities Act is required for the offer and sale of the Securities Shares by the Company to the Purchasers Investor as contemplated hereby. The issuance and sale of the Securities Shares hereunder does not contravene the rules and regulations of the Trading Market. Neither the Company nor any person acting on the Company’s behalf has sold or offered to sell or solicited any offer to buy the Shares by means of any form of general solicitation or advertising.
Appears in 4 contracts
Samples: Investment Agreement (Spectrum Pharmaceuticals Inc), Investment Agreement (Spectrum Pharmaceuticals Inc), Investment Agreement (CASI Pharmaceuticals, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated herebyunder the Transaction Documents. The Assuming the making and the obtaining of the Required Approvals, the issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Heron Therapeutics, Inc. /De/), Securities Purchase Agreement (Heron Therapeutics, Inc. /De/), Securities Purchase Agreement (Progenity, Inc.)
Private Placement. Assuming the accuracy of the PurchasersInvestors’ representations and warranties set forth in Section 3.2herein, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Investors as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 4 contracts
Samples: Subscription Agreement (Q2Power Technologies, Inc.), Subscription Agreement (Hochman David P), Subscription Agreement (Hochman Carole S)
Private Placement. Assuming the accuracy of the Purchasers’ each Purchaser’s representations and warranties set forth in Section 3.23.2(b)-(e), (i) no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The under the Transaction Documents, and (ii) the issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Paradigm Holdings, Inc), Securities Purchase Agreement (Ace Comm Corp), Securities Purchase Agreement (Internet Commerce Corp)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Quantum Computing Inc.), Note and Warrant Purchase Agreement (Brillian Corp), Securities Purchase Agreement (Theater Xtreme Entertainment Group, Inc)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.23.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The Subject to receipt of the Required Approvals, the issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Castle Brands Inc), Securities Purchase Agreement (Castle Brands Inc), Securities Purchase Agreement (Castle Brands Inc)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.23.2 of this Agreement, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of under the Securities hereunder does not contravene the rules and regulations of the Trading MarketTransaction Documents.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Live Oak Bancshares, Inc.), Securities Purchase Agreement (Live Oak Bancshares, Inc.), Securities Purchase Agreement (Pinnacle Data Systems Inc)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.23.2 of this Agreement, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of Purchaser under the Securities hereunder does not contravene the rules and regulations of the Trading MarketTransaction Documents.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Giga Tronics Inc), Securities Purchase Agreement (Giga Tronics Inc), Securities Purchase Agreement (Giga Tronics Inc)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser's representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 3 contracts
Samples: Securities Purchase Agreement (THC Therapeutics, Inc.), Securities Purchase Agreement (Xenetic Biosciences, Inc.), Securities Purchase Agreement (Nac Global Technologies, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.25.3, no registration under the Securities Act or any state securities laws is required for the offer and sale of the Securities by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading MarketGlobal Select Market or any state securities laws.
Appears in 3 contracts
Samples: Stock Purchase Agreement (CastlePoint Holdings, Ltd.), Exchange Agreement (CastlePoint Holdings, Ltd.), Exchange Agreement (Tower Group, Inc.)
Private Placement. Assuming the accuracy of the PurchasersBuyers’ representations and warranties set forth in Section 3.22, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Buyers as contemplated hereby. The Except for obtaining any required approvals of the Company’s stockholders, the issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Principal Market.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Near Intelligence, Inc.), Securities Purchase Agreement (Near Intelligence, Inc.), Securities Purchase Agreement (Near Intelligence, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.23.2 of this Agreement, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated herebyunder the Transaction Documents. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Principal Trading Market.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Root9B Technologies, Inc.), Securities Purchase Agreement (Root9B Technologies, Inc.), Securities Purchase Agreement (Root9B Technologies Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.22.2, no registration under the Securities Act is required for the offer and sale of the Securities Shares by the Company to the Purchasers Purchaser as contemplated herebyby this Agreement. The issuance and sale of the Securities Shares hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 3 contracts
Samples: Securities Subscription Agreement (Novogen LTD), Securities Subscription Agreement (Marshall Edwards Inc), Securities Subscription Agreement (Marshall Edwards Inc)
Private Placement. Assuming the accuracy of the Purchasers’ Investor representations and warranties set forth in Section 3.23, no registration under the Securities Act is required for the offer and sale of the Securities Units by the Company to the Purchasers Investor as contemplated hereby. The issuance and sale hereby or the exercise of the Securities hereunder does not contravene the rules and regulations of the Trading MarketWarrants.
Appears in 3 contracts
Samples: Subscription Agreement (NeoStem, Inc.), Subscription Agreement (NeoStem, Inc.), Subscription Agreement (NeoStem, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ investment representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Authentidate Holding Corp), Securities Purchase Agreement (Authentidate Holding Corp), Note Purchase Agreement (Authentidate Holding Corp)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.23.2 of this Agreement and the accuracy of the information disclosed in the Investor Questionnaires provided by the Purchasers, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated herebyunder the Transaction Documents. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Principal Trading Market.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Mri Interventions, Inc.), Securities Purchase Agreement (Mri Interventions, Inc.), Securities Purchase Agreement (Mri Interventions, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The Subject to the Required Approvals, the issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Osage Exploration & Development Inc), Securities Purchase Agreement (Retrophin, Inc.), Securities Purchase Agreement (Desert Gateway, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.23, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 3 contracts
Samples: Secured Convertible Note Purchase Agreement (H-Cyte, Inc.), Note Purchase Agreement (FWHC Holdings, LLC), Secured Convertible Note and Warrant Purchase Agreement (H-Cyte, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ Purchasers ------------------ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Elinear Inc), Securities Purchase Agreement (UC Hub Group Inc), Securities Purchase Agreement (Elinear Inc)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading MarketMarket on which any securities of the Company are listed or designated.
Appears in 3 contracts
Samples: Securities Purchase Agreement (ABT Holdings, Inc.), Securities Purchase Agreement (Content Checked Holdings, Inc.), Subordination Agreement (Staffing 360 Solutions, Inc.)
Private Placement. Assuming the accuracy of the PurchasersPurchaser’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading MarketCompany’s trading market.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Ascent Solar Technologies, Inc.), Securities Purchase Agreement (Auddia Inc.), Securities Purchase Agreement (Aclarion, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Outlook Therapeutics, Inc.), Securities Purchase Agreement (Outlook Therapeutics, Inc.), Securities Purchase Agreement (Outlook Therapeutics, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading MarketMarket in any material respect.
Appears in 3 contracts
Samples: Securities Purchase Agreement (ObsEva SA), Securities Purchase Agreement (ObsEva SA), Securities Purchase Agreement (ObsEva SA)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Unregistered Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Applied UV, Inc.), Securities Purchase Agreement (Rail Vision Ltd.), Securities Purchase Agreement (Allena Pharmaceuticals, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ ' representations and warranties set forth in Section 3.2, no registration under the Securities Act is not required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Bioptix, Inc.), Securities Purchase Agreement (Bioptix, Inc.), Securities Purchase Agreement (Bioptix, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ each Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market, provided that its approval thereof is obtained prior to the issuance of the Conversion Shares.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Delcath Systems, Inc.), Securities Purchase Agreement (DPW Holdings, Inc.), Securities Purchase Agreement (DPW Holdings, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Company’s Trading Market.
Appears in 3 contracts
Samples: Convertible Note Purchase Agreement (Data443 Risk Mitigation, Inc.), Convertible Note Purchase Agreement (Data443 Risk Mitigation, Inc.), Convertible Note Purchase Agreement (Data443 Risk Mitigation, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities Notes or the Warrants by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities Notes, Note Shares and the Warrants hereunder does not contravene the rules and regulations of the Trading Principal Market.
Appears in 3 contracts
Samples: Convertible Note Purchase Agreement (Synova Healthcare Group Inc), Convertible Note Purchase Agreement (Synova Healthcare Group Inc), Convertible Note Purchase Agreement (Synova Healthcare Group Inc)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.23.2 of this Agreement and the accuracy of the information disclosed in the Accredited Investor Questionnaires, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of under the Securities hereunder does not contravene the rules and regulations of the Trading MarketTransaction Documents.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Castle Creek Capital Partners V, LP), Securities Purchase Agreement (ChinaCache International Holdings Ltd.), Securities Purchase Agreement (COMMITTED CAPITAL ACQUISITION Corp)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities Units by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities Units hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Medovex Corp.), Securities Purchase Agreement (Medovex Corp.), Securities Purchase Agreement (Medovex Corp.)
Private Placement. Assuming the accuracy of the Purchasers’ Holder’s representations and warranties set forth in Section 3.24, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Holder as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 3 contracts
Samples: Exchange Agreement (AMEDICA Corp), Exchange Agreement (AMEDICA Corp), Exchange Agreement
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The As of the date of each Closing, the issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 3 contracts
Samples: Securities Purchase Agreement (MICT, Inc.), Securities Purchase Agreement (MICT, Inc.), Securities Purchase Agreement (BNN Technology PLC)
Private Placement. Assuming the accuracy of the Purchasers’ each Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers each Purchaser as contemplated hereby. The issuance and sale of the Securities hereunder does docs not contravene the rules and regulations of the Trading Market.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Creative Medical Technology Holdings, Inc.), Securities Purchase Agreement (Creative Medical Technology Holdings, Inc.), Securities Purchase Agreement (Creative Medical Technology Holdings, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities Notes by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities Notes hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 2 contracts
Samples: Senior Promissory Note Purchase Agreement (Foxo Technologies Inc.), Securities Purchase Agreement (Protalex Inc)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.22, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Marketapplicable trading market.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Nemus Bioscience, Inc.), Securities Purchase Agreement (Nemus Bioscience, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ Purchasers representations and warranties set forth in Section 3.23.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading MarketMarket and no shareholder approval is required for the Company to fulfill its obligations under the Transaction Documents.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Azco Mining Inc), Securities Purchase Agreement (Osi Systems Inc)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.23.2 of this Agreement and the accuracy of the information disclosed in the Accredited Investor Questionnaires, no registration under the Securities Act is required for the offer and sale of the Securities Shares by the Company to the Purchasers as contemplated herebyunder the Transaction Documents. The issuance and sale of the Securities Shares hereunder does not contravene the rules and regulations of the Principal Trading Market.
Appears in 2 contracts
Samples: Securities Purchase Agreement (First Mid Illinois Bancshares Inc), Share Purchase Agreement (Cyalume Technologies Holdings, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities Warrants or the Warrant Shares by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Addex Therapeutics Ltd.), Securities Purchase Agreement (Addex Therapeutics Ltd.)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser's representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 2 contracts
Samples: Securities Purchase Agreement (NextCoal International, Inc.), Securities Purchase Agreement (Tutogen Medical Inc)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers Purchaser as contemplated herebyhereby in accordance with the terms of the Transaction Documents. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Emerge Interactive Inc), Securities Purchase Agreement (Emerge Interactive Inc)
Private Placement. Assuming the accuracy of the Purchasers’ Purchasers representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities Subscription Shares by the Company to the Purchasers as contemplated hereby. The Subject to receipt of Shareholder Approval, the issuance and sale of the Securities Subscription Shares hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 2 contracts
Samples: Securities Put Agreement (Vendingdata Corp), Securities Put Agreement (Vendingdata Corp)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities Note, Warrants and Underlying Shares by the Company to the Purchasers Purchaser as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Creative Realities, Inc.), Securities Purchase Agreement (Creative Realities, Inc.)
