Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with 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.
Appears in 9 contracts
Samples: Unit Purchase Agreement (Guerrilla RF, Inc.), Unit Purchase Agreement (Summit Wireless Technologies, Inc.), Unit Purchase Agreement (Relmada Therapeutics, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreementherein, 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 herebyhereby in accordance with the terms of this Agreement.
Appears in 9 contracts
Samples: Securities Purchase Agreement (Leader Capital Holdings Corp.), Securities Purchase Agreement (Leader Capital Holdings Corp.), Securities Purchase Agreement (Leader Capital Holdings Corp.)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this AgreementARTICLE 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.
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 3.2 of this Agreement and the accuracy of the information disclosed in the Subscription Agreement entered into by each Purchaser in connection with this AgreementAccredited 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 herebyunder the Transaction 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 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreementherein, no registration under the Securities 1933 Act is required for the offer offer, issuance and sale of the Securities Shares, by the Company Shareholder to the Purchasers Purchaser as contemplated hereby.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Ecoplus Inc), Securities Purchase Agreement (Video River Networks, Inc.), Securities Purchase Agreement (Video River Networks, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ Buyer’s representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this AgreementArticle IV, no registration under the Securities Act is required for the offer and sale of the Securities Shares by the Company to the Purchasers Buyer as contemplated hereby.
Appears in 5 contracts
Samples: Stock Purchase Agreement (Yunhong Green Cti Ltd.), Stock Purchase Agreement (Yunhong Green Cti Ltd.), Stock Purchase Agreement (Yunhong CTI Ltd.)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreement2.2, 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.
Appears in 5 contracts
Samples: Purchase Agreement (POSITIVEID Corp), Purchase Agreement (POSITIVEID Corp), Escrow Agreement (Smartire Systems Inc)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreement5, 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.
Appears in 5 contracts
Samples: Subscription Agreement (Coretec Group Inc.), Subscription Agreement (KULR Technology Group, Inc.), Subscription Agreement (Calpian, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreement6, 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.
Appears in 4 contracts
Samples: Subscription Agreement (MoneyOnMobile, Inc.), Subscription Agreement (Calpian, Inc.), Subscription Agreement (MoneyOnMobile, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with of this Agreement, 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.
Appears in 4 contracts
Samples: Securities Purchase Agreement (RHO Ventures VI LP), Securities Purchase Agreement (Bluefly Inc), Common Stock Purchase Agreement (Anacor Pharmaceuticals Inc)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreement2.02, 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.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Nexgel, Inc.), Stock Purchase Agreement (Nexgel, Inc.), Stock Purchase Agreement (Nexgel, Inc.)
Private Placement. Assuming the accuracy of the PurchasersInvestors’ representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Purchase Agreement, 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 Investors as contemplated hereby.
Appears in 4 contracts
Samples: Placement Agency Agreement (Moleculin Biotech, Inc.), Placement Agency Agreement (Moleculin Biotech, Inc.), Placement Agency Agreement (MoSys, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties of the Purchaser set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreement6 below, 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.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Protea Biosciences Group, Inc.), Securities Purchase Agreement (Protea Biosciences Group, Inc.), Securities Purchase Agreement (Protea Biosciences Group, Inc.)
Private Placement. Assuming the accuracy of the PurchasersInvestors’ representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreementherein, 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.
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’ Purchaser’s representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreementherein, no registration under the Securities 1933 Act is required for the offer offer, issuance and sale of the Securities Shares, by the Company to the Purchasers Purchaser as contemplated hereby.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Cam Group, Inc.), Securities Purchase Agreement (Cam Group, Inc.), Securities Purchase Agreement (Guyana Gold Corp)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each of Purchaser in connection with this Agreementhereunder, no registration under the Securities Act is required for the offer and sale of the Securities by the Company Shares to the Purchasers Purchaser as contemplated herebyhereby is exempt from the registration requirements of the Securities Act.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Spectrum Pharmaceuticals Inc), Stock Purchase Agreement (Talon Therapeutics, Inc.), Stock Purchase Agreement (Bluefly Inc)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreement2.2, no registration under the Securities Act is required for the offer and sale of the Securities Purchase Shares by the Company to the Purchasers Purchaser as contemplated hereby.
Appears in 3 contracts
Samples: Purchase Agreement (China Mobile Games & Entertainment Group LTD), Purchase Agreement (China Mobile Games & Entertainment Group LTD), Purchase Agreement (China Mobile Games & Entertainment Group LTD)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreement2, no registration under the Securities Act is required for the offer and sale of the Securities Purchaser’s Shares by the Company to the Purchasers Purchaser as contemplated hereby.
Appears in 3 contracts
Samples: Securities Purchase Agreement (ReTo Eco-Solutions, Inc.), Securities Purchase Agreement (ReTo Eco-Solutions, Inc.), Securities Purchase Agreement (ReTo Eco-Solutions, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ Investor’s representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreementherein, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated herebyInvestor Purchase.
Appears in 3 contracts
Samples: Subscription Agreement (Toro Corp.), Subscription Agreement (Toro Corp.), Subscription Agreement (Pani Corp.)
Private Placement. Assuming the accuracy of the Purchasers’ investment representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreement3.2, 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.
Appears in 3 contracts
Samples: Note 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’ Purchaser’s representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with 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 herebyPurchaser under the Transaction 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 PurchasersInvestors’ representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreement, no registration under the Securities Act is required for the offer and sale of the Securities Shares by the Company to the Purchasers Investors as contemplated hereby.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Prometheum, Inc.), Common Stock Purchase Agreement (Modular Medical, Inc.), Common Stock Purchase Agreement (Modular Medical, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ each Purchaser’s representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreementherein, no registration under the Securities Act is required for the offer and sale of the Securities by the Company Parent to the Purchasers such Purchaser as contemplated hereby.
Appears in 2 contracts
Samples: Securities Purchase Agreement (NaturalNano, Inc.), Securities Purchase Agreement (Ecosphere Technologies Inc)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2 of this Agreement and the accuracy of the information disclosed in the Subscription Agreement entered into by each Purchaser in connection with this AgreementAccredited 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.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Hoku Scientific Inc), Form of Securities Purchase Agreement (Wonder Auto Technology, Inc)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser's representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreement3.2, 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.
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’ Investor’s representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreement, no registration under the Securities Act is required for the offer and sale of the Securities Units by the Company Parent to the Purchasers Investor as contemplated hereby.
Appears in 2 contracts
Samples: Unit Purchase Agreement, Unit Purchase Agreement (Sprague Resources LP)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties of the Purchaser set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreement3.2, 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.
Appears in 2 contracts
Samples: Share Purchase Agreement (iBio, Inc.), Share Purchase Agreement (iBio, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreementherein, 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.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Fuse Science, Inc.), Securities Purchase Agreement (Naked Brand Group Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreementherein, no registration under the Securities Act is required for the offer and sale of the Securities by the Company transaction pursuant to the Purchasers as contemplated herebyTransaction Documents.
Appears in 2 contracts
Samples: Purchase Agreement (Comprehensive Care Corp), Purchase Agreement (Comprehensive Care Corp)
Private Placement. Assuming the accuracy of the PurchasersBuyers’ representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreement2(b), 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.
Appears in 2 contracts
Samples: Securities Purchase Agreement (S7 Finance B.V.), Securities Purchase Agreement (MoneyOnMobile, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreement2, 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.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Vringo Inc), Securities Purchase Agreement (Vringo Inc)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with 5.3 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 herebyhereunder.
Appears in 2 contracts
Samples: Note and Warrant Purchase Agreement (Amicus Therapeutics Inc), Note and Warrant Purchase Agreement (Amicus Therapeutics Inc)
Private Placement. Assuming the accuracy of the Purchasers’ each Investor’s representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreementherein, no registration under the Securities Act is required for the offer and sale of the Securities Purchased Shares or the Conversion Shares by the Company to the Purchasers Investors as contemplated hereby.
Appears in 2 contracts
Samples: Escrow Agreement (DHT Holdings, Inc.), Escrow Agreement (DHT Holdings, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreement2.02, 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.
Appears in 2 contracts
Samples: Securities Purchase Agreement (China Health Resource, Inc.), Securities Purchase Agreement (Alliqua, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with of this Agreement, 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 herebyPurchaser under the Transaction Documents.
Appears in 2 contracts
Samples: Securities Purchase Agreement (ENDI Corp.), Securities Purchase Agreement (Enterprise Diversified, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2 this Agreement and the accuracy of the information disclosed in the Subscription Agreement entered into Accredited Investor Questionnaires provided by each Purchaser in connection with this Agreementthe 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 hereby.
Appears in 1 contract
Samples: Securities Purchase Agreement (Mereo Biopharma Group PLC)
Private Placement. Assuming the accuracy of the PurchasersBuyers’ representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreement2.1, 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.
Appears in 1 contract
Samples: Securities Purchase Agreement (Infinity Resources Holdings Corp.)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreement4.2, 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.
Appears in 1 contract
Private Placement. Assuming the accuracy of the Purchasers’ Seller's representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this AgreementArticle IV, no registration under the Securities Act is required for the offer and sale issuance of the Securities Stock Payment by the Company Buyer to the Purchasers Seller, as contemplated hereby.
Appears in 1 contract
Samples: Intellectual Property Purchase Agreement (Airborne Wireless Network)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreement2, 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.
Appears in 1 contract
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreementherein, 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 Company has offered the Shares for sale only to the Purchasers and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Vici Properties Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreement2.02, 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.
Appears in 1 contract
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreement3.2, no registration under the Securities Act is required for the offer and sale of the Securities Note and Unregistered Commitment Shares (the “Unregistered Securities”) by the Company to the Purchasers Purchaser as contemplated hereby.
Appears in 1 contract
Private Placement. Assuming the accuracy of the Purchasers’ each Purchaser’s representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreementherein, 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.
Appears in 1 contract
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2 and in of the Subscription Agreement entered into by each Purchaser in connection with this AgreementPurchasers, no registration under the Securities Act is required for the offer and sale of the Securities by the Company Shares to the Purchasers as contemplated herebyhereby is exempt from the registration requirements of the Securities Act.
Appears in 1 contract
Private Placement. Assuming the accuracy of the Purchasers’ Holders representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreementwarranties, 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.
Appears in 1 contract
Samples: Xechem International Inc
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2 of this Agreement and the accuracy of the information disclosed in the Subscription Agreement entered into by each Purchaser in connection with this AgreementAccredited Investor Questionnaires, no registration under the Securities Act is required for the offer and sale of the Securities Preferred Shares, the Warrant, the Conversion Shares or the Warrant Shares by the Company to the Purchasers as contemplated herebyPurchaser under the Transaction Documents.
Appears in 1 contract
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreement3.2, no registration under the Securities Act is required for the offer and sale of the Securities Shares by the Company Corporation to the Purchasers Purchaser as contemplated hereby.
Appears in 1 contract
Private Placement. Assuming the accuracy of the PurchasersInvestors’ representations and warranties set forth in Section 3.2 and in of the Subscription Agreement entered into by each Purchaser in connection with this Purchase Agreement, 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.
Appears in 1 contract
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreement3.2, 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.
Appears in 1 contract
Samples: Securities Purchase Agreement (Technest Holdings Inc)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2 and in the in[the Subscription Agreement entered into by each Purchaser in connection with this Agreementand herein, 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 herebyPurchaser under the Transaction Documents.
Appears in 1 contract
Samples: SBM Financial, Inc.
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreement3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company or Zoomcar to the Purchasers Purchaser as contemplated hereby.
Appears in 1 contract
Samples: Registration Rights Agreement (Zoomcar Holdings, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2 of this Agreement and the accuracy of the information disclosed in the Subscription Agreement entered into by each Purchaser in connection with this AgreementAccredited 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 herebyPurchaser under the Transaction Documents.
Appears in 1 contract
Private Placement. (i) Assuming the accuracy of the Purchasers’ Purchaser's representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreement3.2, 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.
Appears in 1 contract
Private Placement. Assuming the accuracy of the Purchasers’ each Purchaser’s representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreementherein, no registration under the Securities Act is required for the offer and sale of the Securities Notes and Warrants by the Company to the Purchasers as contemplated hereby.
Appears in 1 contract
Samples: Securities Purchase Agreement (Ecosphere Technologies Inc)
Private Placement. Assuming the accuracy of the Purchasers’ Seller’s representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this AgreementArticle IV, no registration under the Securities Act is required for the offer and sale issuance of the Securities Stock Payment by the Company Buyer to the Purchasers Seller, as contemplated hereby.
Appears in 1 contract
Samples: Intellectual Property Purchase Agreement (Airborne Wireless Network)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreement3.2, no registration under the Securities Act is required for the offer and sale of the Securities Shares or Warrants by the Company to the Purchasers Purchaser as contemplated hereby.
Appears in 1 contract
Private Placement. Assuming all the Securities subject to this Agreement are not covered by the Registration Statement and assuming the accuracy of the Purchasers’ ' representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreement3.2, 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.
Appears in 1 contract
Samples: Securities Purchase Agreement (Integrated Media Technology LTD)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreement3.2, no registration under the Securities Act is required for the offer and sale of the Securities Note by the Company to the Purchasers Purchaser as contemplated herebyhereby or the issuance of the Shares issuable upon conversion of the Note by the Purchaser.
Appears in 1 contract
Samples: Securities Purchase Agreement (Apollo Medical Holdings, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ Buyer’s representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreement, no registration under the Securities Act is required for the offer and sale of the Securities Shares by Seller to Buyer under the Company to the Purchasers as contemplated herebyTransaction Documents.
Appears in 1 contract
Samples: Stock Purchase Agreement (Signature Group Holdings, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with of this Agreement, no registration under the Securities Act is required for the offer and sale of the Securities Preferred Shares or the Conversion Shares by the Company to the Purchasers as contemplated herebyPurchaser under the Transaction Documents.
Appears in 1 contract
Private Placement. Assuming the accuracy of the PurchasersSellers’ representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this AgreementArticle IV, no registration under the Securities Act is required for the offer and sale issuance of the Securities Shares by the Company Purchaser to the Purchasers Sellers as contemplated hereby.
Appears in 1 contract
Samples: Equity Securities Purchase Agreement (CIPHERLOC Corp)
Private Placement. Assuming the accuracy of the Purchasers’ ' representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with of this Agreement, 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.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Anacor Pharmaceuticals Inc)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreement2.2, 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.
Appears in 1 contract
Samples: Securities Purchase Agreement (Mount TAM Biotechnologies, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ each Purchaser's representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this AgreementArticle rv, no registration under the Securities Act is required for the offer and sale of the Securities Notes or the Shares issuable upon conversion thereof by the Company to the Purchasers as contemplated hereby.
Appears in 1 contract
Samples: Securities Purchase Agreement (Thoughtful Media Group Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ each Purchaser's representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this AgreementArticle iv, no registration under the Securities Act is required for the offer and sale of the Securities Notes or the Shares issuable upon conversion thereof by the Company to the Purchasers as contemplated hereby.
Appears in 1 contract
Samples: Securities Purchase Agreement (Thoughtful Media Group Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreement3.2, no registration under the Securities Act is required for the offer and sale of the Securities Unregistered Commitment Shares (the “Unregistered Securities”) by the Company to the Purchasers as contemplated hereby.
Appears in 1 contract
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreementwarranties, 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.
Appears in 1 contract
Samples: Subscription Agreement (Wins Finance Holdings Inc.)
Private Placement. Assuming the accuracy of the PurchasersBuyers’ representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreement2, 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.
Appears in 1 contract
Samples: Securities Purchase Agreement (Virgin Orbit Holdings, Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ Buyer’s representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this AgreementArticle IV, no registration under the Securities Act is required for the offer and sale of the Securities Transaction Shares by the Company to the Purchasers Buyer as contemplated hereby.
Appears in 1 contract
Private Placement. Assuming the accuracy of the Purchasers’ each Purchaser’s representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreement2.2, 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.
Appears in 1 contract
Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreement2.2, 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.
Appears in 1 contract
Private Placement. Assuming the accuracy of the Purchasers’ each Investor’s representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreementherein, 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.
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Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreement3.2, no registration under the Securities Act is required for the offer and sale of the Securities Unregistered Commitment Shares (the “Unregistered Securities”) by the Company to the Purchasers Purchaser as contemplated hereby.
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Private Placement. Assuming the accuracy of the Purchasers’ Buyer’s representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreementherein, no registration under the Securities Act is required for the offer and sale of the Securities Note by the Company to the Purchasers Buyer as contemplated hereby.
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Private Placement. Assuming the accuracy of the Purchasers’ Purchaser’s representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with this Agreement4.2, no registration under the Securities Act is required for the offer and sale of the Notes or the Securities by the Company to the Purchasers Purchaser as contemplated hereby.
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Samples: Note and Securities Purchase Agreement (PAVmed Inc.)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2 Article II and in the Subscription Agreement entered into responses to the questions on Schedule A hereof, and compliance by each Purchaser in connection the Placement Agent with this Agreementits obligations, no registration under the Securities Act is required for the offer and sale of the Securities to be delivered at Closing by the Company to the Purchasers as contemplated hereby.
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Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2 and in the Subscription Agreement entered into by each Purchaser in connection with 2.2 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 herebyhereunder.
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