Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, required under applicable state securities laws shall have been obtained for the lawful execution, delivery and performance of this Agreement.
Appears in 37 contracts
Samples: Securities Purchase Agreement (KALA BIO, Inc.), Subscription Agreement (Protara Therapeutics, Inc.), Securities Purchase Agreement (KALA BIO, Inc.)
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, required to be obtained prior to the Closing under applicable state securities laws shall have been obtained for the lawful execution, delivery and performance of this AgreementAgreement and the other Transaction Documents, including, without limitation, the offer and sale of the Securities.
Appears in 7 contracts
Samples: Securities Purchase Agreement (Energous Corp), Securities Purchase Agreement (Dialog Semiconductor PLC), Securities Purchase Agreement (Dialog Semiconductor PLC)
Qualification Under State Securities Laws. All ----------------------------------------- registrations, qualifications, permits and approvals, if any, approvals required under applicable state securities laws shall have been obtained for the lawful execution, delivery and performance of this Agreement, including without limitation the offer, sale, issue and delivery of the Investor Stock.
Appears in 6 contracts
Samples: Stock Purchase Agreement (Titus Interactive S A), Stock Purchase Agreement (Interplay Entertainment Corp), Stock Purchase Agreement (Interplay Entertainment Corp)
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, required under applicable state securities laws shall have been obtained for the lawful execution, delivery and performance of this AgreementAgreement or the other Transaction Documents.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Givemepower Corp), Securities Purchase Agreement (Givemepower Corp), Securities Purchase Agreement
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, approvals required under applicable state securities laws shall have been obtained for the lawful execution, delivery and performance of this AgreementAgreement and each other Transaction Document, including, without limitation, the offer and sale of the Securities.
Appears in 5 contracts
Samples: Series C Preferred Stock Purchase Agreement (Euniverse Inc), Series C Preferred Stock Purchase Agreement (Marver James D), Stock Purchase Agreement (Euniverse Inc)
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, approvals required under applicable state securities laws shall have been obtained for the lawful execution, delivery and performance of this AgreementAgreement and the performance of the Certificate, including without limitation the offer, sale, issue and delivery of the Securities.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Jd American Workwear Inc), Preferred Stock Purchase Agreement (Value America Inc /Va), Preferred Stock Purchase Agreement (Value America Inc /Va)
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, or approvals required under applicable state securities laws for the lawful execution and delivery of this Agreement and the Warrants and the offer, sale, issuance and delivery of the Preferred Shares and the Warrants shall have been obtained for the lawful execution, delivery and performance of this Agreementobtained.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Telident Inc /Mn/), Stock Purchase Agreement (Telident Inc /Mn/), Stock Purchase Agreement (Famco Ii Liability Co & Family Financial Strategies Inc)
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, approvals required under applicable state securities laws shall have been obtained for the lawful execution, delivery and performance of this AgreementAgreement and the performance of the Certificate of Designation, including without limitation the offer, sale, issuance and delivery of the Preferred Shares.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Idleaire Technologies Corp), Securities Purchase Agreement (Idleaire Technologies Corp), Securities Purchase Agreement (Idleaire Technologies Corp)
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, approvals required under applicable state securities laws for the lawful execution and delivery of this Agreement and the offer, sale, issuance and delivery of the Common Shares shall have been obtained for the lawful execution, delivery and performance of this Agreementobtained.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Positron Corp), Stock Purchase Agreement (Positron Corp), Stock Purchase Agreement (Imatron Inc)
Qualification Under State Securities Laws. All registrations, ----------------------------------------- qualifications, permits and approvals, if any, approvals required under applicable state securities laws shall have been obtained for the lawful execution, delivery and performance of this Agreement, including without limitation the offer and sale of the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Apollo Investment Fund Iv Lp), Securities Purchase Agreement (Rare Medium Group Inc)
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, approvals required under applicable state securities laws for the lawful execution and delivery of this Agreement and the offer, sale, issuance and delivery of the Notes and the offer of the Conversion Stock shall have been obtained for the lawful execution, delivery and performance of this Agreementobtained.
Appears in 2 contracts
Samples: Note Purchase Agreement (Digi International Inc), Note Purchase Agreement (Digi International Inc)
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, required under applicable state securities laws shall have been obtained for the lawful execution, delivery and performance of this Agreement.Agreement or the other Transaction Documents, including without limitation the offer and sale of the Securities, as such requirements have been certified in the legal opinion delivered pursuant to Section 6(g)(1) hereof
Appears in 2 contracts
Samples: Stock Purchase Agreement (Bluestem Brands, Inc.), Stock Purchase Agreement (Bluestem Brands, Inc.)
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, approvals required under applicable state securities laws for the lawful execution and delivery of this Agreement and the offer, sale, issuance and delivery of the Debenture and the offer of the Conversion Stock shall have been obtained for the lawful execution, delivery and performance of this Agreementobtained.
Appears in 2 contracts
Samples: Convertible Debenture Purchase Agreement (Wireless Ronin Technologies Inc), Convertible Debenture Purchase Agreement (Wireless Ronin Technologies Inc)
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, approvals required under applicable state securities laws for the lawful execution and delivery of this Agreement and the offer, sale, issuance and delivery of the Shares shall have been obtained for the lawful execution, delivery and performance of this Agreementobtained.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Imatron Inc), Stock Purchase Agreement (Positron Corp)
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, approvals required under applicable state securities laws for the lawful execution and delivery of this Agreement and the offer, sale, issuance and delivery of the Preferred Shares and the offer of the Conversion Stock shall have been obtained for obtained, other than the lawful execution, delivery filing of any Form D's with the Commission and performance of such other filings that are required to be made subsequent to the Closing under any applicable state securities laws that the Company has agreed to make under this Agreement.
Appears in 2 contracts
Samples: Series D Stock Purchase Agreement (Life Time Fitness Inc), Stock Purchase Agreement (Life Time Fitness Inc)
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, required to be obtained prior to the Closing under applicable state securities laws Laws shall have been obtained for the lawful execution, delivery and performance of this Agreementeach of the Transaction Documents including, without limitation, the offer and sale of the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (AV Homes, Inc.), Securities Purchase Agreement (Parkway Properties Inc)
Qualification Under State Securities Laws. All registrations, ----------------------------------------- qualifications, permits and approvals, if any, approvals required under applicable state securities laws shall have been obtained for the lawful execution, delivery and performance of this Agreement, including without limitation the offer, sale, issue and delivery of the Investor Stock.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Titus Interactive S A), Stock Purchase Agreement (Titus Interactive S A)
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, approvals required under applicable state securities laws for the lawful execution and delivery of this Agreement and the offer, sale, issuance and delivery of the Preferred Shares, the grant and issuance of the Warrants and the offer of the Conversion Stock and Warrant Stock shall have been obtained for the lawful execution, delivery and performance of this Agreementobtained.
Appears in 2 contracts
Samples: Investment Agreement (Techne Corp /Mn/), Investment Agreement (Techne Corp /Mn/)
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, required under applicable U.S. state securities laws shall have been obtained, or will be obtained within the permitted timeframes, for the lawful execution, delivery and performance of this Agreement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Oasis Management Co Ltd.), Securities Purchase Agreement (Nam Tai Property Inc.)
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, approvals required under applicable state securities laws shall will have been obtained for the lawful execution, delivery and performance of this AgreementAgreement and the performance of the Designations, including all such registrations, qualifications, permits and approvals necessary for the offer, sale, issue and delivery of the Securities.
Appears in 2 contracts
Samples: Contribution and Exchange Agreement (Tci Satellite Entertainment Inc), Contribution and Exchange Agreement (Tci Satellite Entertainment Inc)
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, approvals required under applicable state securities laws shall have been obtained necessary for the lawful execution, delivery and performance of this Agreement, including without limitation all such registrations, qualifications, permits and approvals required prior to the sale of the Securities shall have been obtained.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Telehublink Corp), Securities Purchase Agreement (Cornstein David B)
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, required under applicable state securities laws shall have been obtained by Company for the lawful execution, delivery and performance of this Agreement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Investview, Inc.), Securities Purchase Agreement (Investview, Inc.)
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, required under applicable state securities laws shall have been obtained for the lawful execution, delivery and performance of this AgreementAgreement or the other Transaction Documents, including without limitation the offer and sale of the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Irvine Sensors Corp/De/), Series D Preferred Stock and Warrant Purchase Agreement (Nanosphere Inc)
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, approvals required under applicable state securities laws shall have been been, or will be obtained within the legally required time period for the lawful execution, delivery and performance of this Agreementthe Transaction Documents.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Deere & Co), Stock Purchase Agreement (Xata Corp /Mn/)
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, approvals required under applicable state securities laws shall have been obtained for the lawful execution, delivery and performance of this Agreement, including without limitation the offer and sale of the Notes.
Appears in 2 contracts
Samples: Convertible Secured Loan Agreement (Spatialight Inc), Convertible Secured Loan Agreement (Tripp Steven Francis)
Qualification Under State Securities Laws. All material ----------------------------------------- registrations, qualifications, permits and approvals, if any, approvals required under applicable state securities laws shall have been obtained necessary for the lawful execution, delivery and performance of this Agreement, including without limitation all such registrations, qualifications, permits and approvals required prior to the sale of the Securities shall have been obtained.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (Telehublink Corp)
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, approvals required under applicable state securities laws shall have been obtained for the lawful execution, delivery and performance of this AgreementAgreement and each of the other Transaction Documents, and also for the offer, sale, issuance and delivery of the Preferred Stock to be purchased hereunder.
Appears in 1 contract
Samples: Exchange Agreement (Healthaxis Inc)
Qualification Under State Securities Laws. All authorizations, consents, registrations, qualifications, permits and approvals, if any, required of the Company under applicable state securities laws shall have been obtained by the Company for the lawful execution, delivery and performance of this Agreement.
Appears in 1 contract
Samples: Series B Preferred Stock Purchase Agreement (Realnetworks Inc)
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, approvals required under applicable state securities laws shall have been obtained for the lawful execution, delivery and performance of this AgreementAgreement and the performance of the Certificate, including without limitation the offer, sale, issue and delivery of the Securities but excluding any filings required to be made with the Commission or state securities law administrators subsequent to Closing.
Appears in 1 contract
Samples: Preferred Stock and Warrant Purchase Agreement (Value America Inc /Va)
Qualification Under State Securities Laws. All registrations, ----------------------------------------- qualifications, permits and approvals, if any, approvals required under applicable state securities laws shall have been obtained for the lawful execution, delivery and performance of this AgreementAgreement and the transactions contemplated hereby, including without limitation, the offer, sale, issuance and delivery of the Preferred Shares.
Appears in 1 contract
Samples: Securities Purchase Agreement (Broadview Networks Holdings Inc)
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, required under applicable state securities laws shall have been obtained for the lawful execution, delivery and performance of this AgreementAgreement , including without limitation the offer and sale of the Securities.
Appears in 1 contract
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, approvals required under applicable state securities laws for the lawful execution and delivery of this Agreement and the offer, sale, issuance and delivery of the Shares to the Investor shall have been obtained for the lawful execution, delivery and performance of this Agreementobtained.
Appears in 1 contract
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, approvals required under applicable state securities laws shall have been obtained for the lawful execution, delivery and performance of this AgreementAgreement and the performance of the Certificate of Designation, including without limitation the offer, sale, issuance and delivery of the Class D Preferred Shares.
Appears in 1 contract
Samples: Securities Purchase and Stockholder Agreement (Advanced Switching Communications Inc)
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, approvals required under applicable state securities laws (except for any notices of sale required to be filed with the Commission under Regulation D of the Securities Act) shall have been obtained for the lawful execution, delivery and performance of this Agreement and each Related Agreement, including, without limitation, the offer, sale, issue and delivery of the Notes.
Appears in 1 contract
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, approvals required under applicable state securities laws for the lawful execution and delivery of this Agreement and the offer, sale, issuance and delivery of the Stock shall have been obtained for the lawful execution, delivery and performance of this Agreementobtained.
Appears in 1 contract
Samples: Promissory Note Purchase Agreement (Cosmetic Group Usa Inc /Ca/)
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, approvals required under applicable state securities laws shall have been obtained for the lawful execution, delivery and performance of this Agreement, including without limitation the offer, sale, issue and delivery of the Exchange Securities.
Appears in 1 contract
Samples: Exchange Agreement (Perini Corp)
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, approvals required under applicable state securities laws shall have been obtained for the lawful execution, delivery and performance of this AgreementAgreement and the performance of the Designation, including without limitation all such registrations, qualifications, permits and approvals necessary for the offer, sale, issue and delivery of the Securities.
Appears in 1 contract
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, required under applicable state securities laws for the lawful execution and delivery of this Agreement and the offer, sale and delivery of the Shares shall have been obtained for the lawful execution, delivery and performance of this Agreementobtained.
Appears in 1 contract
Samples: Stock Purchase Agreement (Physicians Clinical Laboratory Inc)
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, approvals required under applicable state securities laws for the lawful execution and delivery of this Agreement and the offer, sale, issuance and delivery of the Preferred Shares and the offer of the Conversion Stock shall have been obtained for the lawful execution, delivery and performance of this Agreementobtained.
Appears in 1 contract
Samples: Series B Preferred Stock Purchase Agreement (Integ Incorp)
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, approvals required under applicable state securities laws and required to be filed before the issuance of securities shall have been obtained for the lawful execution, delivery and performance of this Agreement, including without limitation the offer and sale of the Notes.
Appears in 1 contract
Samples: Convertible Secured Loan Agreement (Spatialight Inc)
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, approvals required under applicable state securities laws for the lawful execution and delivery of this Agreement and the offer, sale, issuance and delivery of the Securities shall have been obtained for the lawful execution, delivery and performance of this Agreementobtained.
Appears in 1 contract
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, approvals required under applicable state securities laws for the lawful execution and delivery of this Agreement and the offer, sale, issuance and delivery of the securities to the Lenders at the Closing shall have been obtained for or will be obtained by the lawful execution, delivery and performance of this AgreementCompany in compliance with such laws.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (On Track Innovations LTD)
Qualification Under State Securities Laws. All registrations, ----------------------------------------- qualifications, permits and approvals, if any, approvals required under applicable state securities laws shall have been obtained for the lawful execution, delivery and performance of this AgreementAgreement and the performance of the transactions contemplated hereby, including without limitation, the offer, sale, issuance and delivery of the Preferred Shares.
Appears in 1 contract
Samples: Securities Purchase Agreement (Broadview Networks Holdings Inc)
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, approvals required under applicable state securities laws shall have been obtained for the lawful execution, delivery and performance of this Agreement, including without limitation the offer and sale of the Securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Rare Medium Group Inc)
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, approvals required under applicable state securities laws shall have been obtained for the lawful execution, delivery and performance of this AgreementAgreement and each other Transaction Document, including, without limitation, the offer and sale of the Securities, subject to compliance with NASD Rule 4350.
Appears in 1 contract
Samples: Securities Purchase Agreement (Siga Technologies Inc)
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, required under applicable state securities laws shall have been obtained for the lawful execution, delivery and performance of this Agreementobtained.
Appears in 1 contract
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, approvals required under applicable state securities laws shall have been obtained for the lawful execution, delivery and performance of this AgreementAgreement and each other Transaction Document, including, without limitation, the offer and sale of the LLC Shares.
Appears in 1 contract
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, approvals required under applicable state securities laws for the lawful execution and delivery of this agreement and the offer, sale, issuance and delivery to Lender of the Note and Warrant shall have been obtained for the lawful execution, delivery and performance of this Agreementobtained.
Appears in 1 contract
Samples: Convertible Promissory Note and Warrant Purchase Agreement (Viador Inc)
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, approvals required prior to issuance under applicable state securities laws shall have been obtained for the lawful execution, delivery and performance of this AgreementAgreement and each of the other Transaction Documents, including without limitation, the offer, sale, issuance and delivery of the Preferred Shares and the Warrant to be purchased hereunder.
Appears in 1 contract
Samples: Securities Purchase Agreement (Pacific Ethanol, Inc.)
Qualification Under State Securities Laws. All Any registrations, qualifications, permits and approvals, if any, approvals required under applicable state securities laws shall have been obtained for the lawful execution, delivery and performance of this AgreementAgreement and the performance of the Certificate and the Warrant Certificate, including without limitation all such registrations, qualifications, permits and approvals necessary for the offer, sale, issue and delivery of the Securities.
Appears in 1 contract
Samples: Preferred Stock and Common Stock Warrant Purchase Agreement (Sygnet Wireless Inc)
Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, approvals required under applicable state securities laws for the lawful execution and delivery of this Agreement and the offer, sale, issuance and delivery of the Securities to the Investor at the Closing shall have been obtained for the lawful execution, delivery and performance of this Agreementobtained.
Appears in 1 contract
Samples: Common Stock and Debenture Purchase Agreement (Venturian Corp)
Qualification Under State Securities Laws. All material registrations, qualifications, permits and approvals, if any, required to be obtained prior to the Closing under applicable state securities laws Laws shall have been obtained for the lawful execution, delivery and performance of this Agreementeach of the Transaction Documents including, without limitation, the offer and sale of the Securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Surgery Partners, Inc.)
