Private Placement. Assuming the accuracy of the representations, warranties and covenants of the Investor set forth in Section 4 of this Agreement, no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the Investor under this Agreement.
Appears in 13 contracts
Samples: Ordinary Shares Purchase Agreement (monday.com Ltd.), Common Stock Purchase Agreement (Medallia, Inc.), Common Stock Purchase Agreement (C3.ai, Inc.)
Private Placement. Assuming the accuracy of the representations, Investors representations and warranties and covenants of the Investor set forth in Section 4 of this Agreement4, no registration under the Securities Act is required for the offer and sale of the Shares Securities by the Company to the Investor under this AgreementInvestors as contemplated hereby.
Appears in 8 contracts
Samples: Securities Purchase Agreement (Chile Mining Technologies Inc.), Securities Purchase Agreement (Tanke Biosciences Corp), Securities Purchase Agreement (Tanke Biosciences Corp)
Private Placement. Assuming the accuracy of the representations, warranties and covenants of the Investor and the Parent set forth in Section 4 of this Agreement, no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the Investor under this Agreement.
Appears in 6 contracts
Samples: Ordinary Shares Purchase Agreement (monday.com Ltd.), Common Stock Purchase Agreement (Snowflake Inc.), Common Stock Purchase Agreement
Private Placement. Assuming the accuracy of the representations, warranties and covenants of the Investor set forth in Section 4 3 of this Agreement, no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the Investor under this Agreement.
Appears in 5 contracts
Samples: Common Stock Subscription Agreement (USHG Acquisition Corp.), Class a Common Stock Purchase Agreement (Qualtrics International Inc.), Common Stock Subscription Agreement (USHG Acquisition Corp.)
Private Placement. Assuming the accuracy of the representations, Investors’ representations and warranties and covenants of the Investor set forth in Section 4 of 3.2 and their compliance with their agreements contained in this Agreement, no registration under the Securities Act is required for the offer and sale of the Shares Purchased Securities by the Company to the Investor under Investors pursuant to the terms of this Agreement.
Appears in 4 contracts
Samples: Securities Purchase and Registration Rights Agreement (AIT Therapeutics, Inc.), Securities Purchase and Registration Rights Agreement (AIT Therapeutics, Inc.), Securities Purchase and Registration Rights Agreement (AIT Therapeutics, Inc.)
Private Placement. Assuming the accuracy of the representations, Investors’ representations and warranties and covenants of the Investor set forth in Section 4 of this AgreementArticle IV, no registration under the Securities Act or under the Securities Laws of any state is required for the offer and sale of the Underlying Shares or the Convertible Notes by the Company Issuer to the Investor under this AgreementInvestors.
Appears in 3 contracts
Samples: Convertible Note Purchase Agreement (United Homes Group, Inc.), Convertible Note Purchase Agreement (DiamondHead Holdings Corp.), Convertible Note Purchase Agreement (DiamondHead Holdings Corp.)
Private Placement. Assuming the accuracy of the representations, Investor’s representations and warranties and covenants of the Investor set forth in Section 4 of this AgreementArticle 4, no registration under the Securities Act is required for the offer and sale of the Shares, the Warrants or the Underlying Shares by the Company to the Investor under this Agreementas contemplated hereby.
Appears in 2 contracts
Samples: Investment Agreement (ModusLink Global Solutions Inc), Investment Agreement (Handy & Harman Ltd.)
Private Placement. Assuming the accuracy of the representations, warranties and covenants of the Investor each Purchaser set forth in Section 4 of this Agreement, no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the Investor Purchasers under this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Nocopi Technologies Inc/Md/), Stock Purchase Agreement (Adicet Bio, Inc.)
Private Placement. Assuming the accuracy of the representations, warranties and covenants of the Investor set forth in Section 4 of this Agreement, no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the Investor under this Agreement, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would require such a registration.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Root, Inc.), Common Stock Purchase Agreement (Root, Inc.)
Private Placement. Assuming the accuracy of the representations, warranties and covenants each of the Investor Investor’ representations and warranties set forth in Section 4 of this Agreement4, no registration under the Securities Act is required for the offer and sale of the Shares Securities by the Company to the Investor under this Agreementas contemplated hereby.
Appears in 2 contracts
Samples: Securities Purchase Agreement (China Broadband Inc), Securities Purchase Agreement (China Broadband Inc)
Private Placement. Assuming the accuracy of the representations, warranties and covenants each of the Investor Investors’ representations and warranties set forth in Section 4 of this Agreement4, no registration under the Securities Act is required for the offer and sale of the Shares Securities by the Company to the Investor under this AgreementInvestors as contemplated hereby.
Appears in 2 contracts
Samples: Securities Purchase Agreement (You on Demand Holdings, Inc.), Securities Purchase Agreement (China Broadband Inc)
Private Placement. Assuming the accuracy of the representations, warranties and covenants of the Investor Investors set forth in Section 4 of this Agreement, no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the Investor Investors under this Agreement.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Endeavor Group Holdings, Inc.), Common Stock Purchase Agreement (Endeavor Group Holdings, Inc.)
Private Placement. Assuming the accuracy of the representations, warranties and covenants of the Investor Purchaser set forth in Section 4 of this Agreement, no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the Investor Purchaser under this Agreement.
Appears in 2 contracts
Samples: Class a Ordinary Shares Purchase Agreement (Agora, Inc.), Class a Ordinary Shares Purchase Agreement (Agora, Inc.)
Private Placement. Assuming the accuracy of the representations, Investors’ representations and warranties and covenants of the Investor set forth in Section 4 of 3.2 and their compliance with their agreements contained in this Agreement, no registration under the Securities Act is required for the offer and sale of the Purchased Shares by the Company to the Investor under Investors pursuant to the terms of this Agreement.
Appears in 2 contracts
Samples: Share Purchase Agreement (VBI Vaccines Inc/Bc), Share Purchase Agreement (VBI Vaccines Inc/Bc)
Private Placement. Assuming the accuracy of the representations, warranties and covenants of the Investor set forth in Section 4 3 of this Agreement, no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the Investor under this Agreement, and such offer and sale will not be integrated with the IPO pursuant to applicable rules and regulations issued under the Securities Act.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Samba TV, Inc.), Common Stock Purchase Agreement (Intermedia Cloud Communications, Inc.)
Private Placement. Assuming the accuracy of the representations, Investors’ representations and warranties and covenants of the Investor set forth in Section 4 of this Agreement, no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the Investor Investors under this Agreement.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Asante Solutions, Inc.), Common Stock Purchase Agreement (Marketo, Inc.)
Private Placement. Assuming the accuracy of the representations, Shareholders’ representations and warranties and covenants of the Investor set forth in Section 4 of this Agreement4, no registration under the Securities Act is required for the offer and sale issuance of the Conversion Shares by the Company to the Investor under this AgreementShareholders as contemplated hereby.
Appears in 1 contract
Samples: Indebtedness Conversion Agreement (Yulong Eco-Materials LTD)
Private Placement. Assuming the accuracy of the representations, warranties and covenants of the each Investor set forth in Section 4 3 of this Agreement, no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the such Investor under this Agreement, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would require such a registration.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Centuri Holdings, Inc.)
Private Placement. Assuming the accuracy of the representations, warranties and covenants of the Investor Investors set forth in Section 4 3 of this Agreement, no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the Investor Investors under this Agreement, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would require such a registration.
Appears in 1 contract
Private Placement. Assuming the accuracy of the representations, warranties and covenants each of the Investor Investors’ representations and warranties set forth in Section 4 of this Agreement4, no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the Investor under this AgreementInvestors as contemplated hereby.
Appears in 1 contract
Samples: Securities Purchase Agreement (You on Demand Holdings, Inc.)
Private Placement. Assuming the accuracy of the representations, warranties and covenants of the Investor set forth in Section 4 3 of this Agreement, no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the Investor under this Agreement, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would require such a registration.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (DoubleVerify Holdings, Inc.)
Private Placement. Assuming the accuracy of the representations, representations and warranties and covenants of the Investor contained in Article IV and its compliance with the agreements set forth in Section 4 of this Agreementtherein, no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the Investor under this Agreementas contemplated hereby.
Appears in 1 contract
Samples: Securities Purchase Agreement (First Union Real Estate Equity & Mortgage Investments)
Private Placement. Assuming the accuracy of the representations, warranties and covenants of the Investor set forth in Section 4 3 of this Agreement, no registration under the Securities Act of 1933, as amended (the “Securities Act”) is required for the offer and sale issue of the Shares by the Company to the Investor under this Agreement.
Appears in 1 contract
Samples: Ordinary Shares Subscription Agreement (VinFast Auto Pte. Ltd.)
Private Placement. Assuming the accuracy of the representations, Investors’ representations and warranties and covenants of the Investor set forth in Section 4 of this Agreement, no registration under the Securities Act is required for the offer and sale of the Shares Securities by the Company to the Investor Investors under this Agreement.
Appears in 1 contract
Private Placement. Assuming the accuracy of the representations, warranties and covenants of representations made by the Investor set forth Purchasers in Section 4 of this Agreement, no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the Investor under Purchasers as contemplated by this Agreement.
Appears in 1 contract
Private Placement. Assuming the accuracy of the representations, Investor’s representations and warranties and covenants of the Investor set forth in Section 4 of this Agreement4, no registration under the Securities Act is required for the offer and sale of the Shares Securities by the Company to the Investor under this Agreementas contemplated hereby.
Appears in 1 contract
Samples: Securities Purchase Agreement (NF Energy Saving Corp)
Private Placement. Assuming the accuracy of the representations, Investors’ representations and warranties and covenants of the Investor set forth in Section 4 of this Agreement4, no registration under the Securities Act is required for the offer and sale of the Shares Securities by the Company and Gadsden to the Investor under this AgreementInvestors as contemplated hereby.
Appears in 1 contract
Private Placement. Assuming the accuracy of the representations, each Subscribers representations and warranties and covenants of the Investor set forth in Section 4 of this Agreement, no registration under the Securities Act is required for the offer and sale issuance of the Shares by the Company to the Investor Subscribers under this Agreementthe Transaction Documents. The issuance of the Shares hereunder does not contravene the rules and regulations of the Principal Trading Market.
Appears in 1 contract
Samples: Subscription Agreement (Cyalume Technologies Holdings, Inc.)
Private Placement. Assuming the accuracy of the representations, warranties and covenants of the each Investor set forth in Section 4 of this Agreement, no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the Investor under this Agreement.
Appears in 1 contract
Samples: Class a Common Stock Purchase Agreement (Seer, Inc.)
Private Placement. Assuming the accuracy of the representations, warranties and covenants of the Investor Investors set forth in Section 4 3 of this Agreement, no registration under the Securities Act is required for the offer and sale of the Shares Securities by the Company to the Investor Investors under this Agreement.
Appears in 1 contract
Samples: Subscription Agreement (Esports Technologies, Inc.)
Private Placement. Assuming the accuracy of the representations, warranties and covenants of the Investor and the Parent set forth in Section 4 3 of this Agreement, no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the Investor under this Agreement.
Appears in 1 contract
Private Placement. Assuming the accuracy of the representations, Purchaser’s representations and warranties and covenants of the Investor set forth in Section Article 4 of this Agreement, no registration under the Securities Act is required for the offer and sale of the Purchased Shares by the Company to the Investor Purchaser under this Agreement. The issuance and sale of the Purchased Shares will not contravene the rules and regulations of the Principal Market.
Appears in 1 contract
Samples: Share Purchase Agreement (SoftBank Group Capital LTD)
Private Placement. Assuming the accuracy of the representations, warranties and covenants of the Investor Investors set forth in Section 4 3 of this Agreement, no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the Investor Investors under this Agreement.
Appears in 1 contract
Private Placement. Assuming the accuracy of the representations, Investor’s representations and warranties and covenants of the Investor set forth in Section 4 Article V of this Agreement, no registration under the Securities Act is required for the offer and sale issue of the Purchased Common Shares by the Company to the Investor under this AgreementInvestor.
Appears in 1 contract
Private Placement. Assuming the accuracy of the representations, Investor’s representations and warranties and covenants of the Investor set forth in Section 4 of this Agreement4, no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the Investor under this Agreementas contemplated hereby.
Appears in 1 contract
Samples: Securities Purchase Agreement (You on Demand Holdings, Inc.)
Private Placement. Assuming the accuracy of the representations, Investor’s representations and warranties and covenants of the Investor set forth in Section 4 of this Agreement4, no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the Investor under this Agreementas contemplated hereby. The issuance and sale of the Shares hereunder does not contravene the rules and regulations of the Trading Market.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Soundhound Ai, Inc.)
Private Placement. Assuming the accuracy of the representations, Investor’s representations and warranties and covenants of the Investor set forth in Section 4 of this Agreement4, no registration under the Securities Act is required for the offer and sale of the Subject Shares by the Company to the Investor under this Agreementas contemplated hereby. The issuance and sale of the Subject Shares hereunder does not contravene the rules and regulations of Nasdaq or the SEC.
Appears in 1 contract
