Qualifications, Legal Investment. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful sale and issuance of the Note pursuant to this Agreement shall have been duly obtained and shall be effective on and as of the Closing Date. No stop order or other order enjoining the sale of the Note shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the SEC, or any commissioner of corporations or similar officer of any state having jurisdiction over this transaction. At the time of the Closing, the sale and issuance of the Note shall be legally permitted by all laws and regulations to which the Purchaser and the Company are subject.
Appears in 2 contracts
Samples: Note Purchase Agreement (Ampersand Medical Corp), Note Purchase Agreement (Bell National Corp)
Qualifications, Legal Investment. All authorizations, approvals approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful sale and issuance of the Note pursuant to this Agreement Shares shall have been duly obtained and shall be effective on and as of the Closing DateClosing. No stop order or other order enjoining the sale of the Note such shares shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the SEC, or any commissioner of corporations or similar officer of any state having jurisdiction over this transaction. At the time of the Closing, Closing the sale and issuance of the Note Shares shall be legally permitted by all laws and regulations to which the Purchaser and the Company are subject.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Inhale Therapeutic Systems Inc), Stock Purchase Agreement (Hollis Eden Pharmaceuticals Inc /De/)
Qualifications, Legal Investment. All authorizations, approvals approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful sale and issuance of the Note pursuant to this Agreement Shares shall have been duly obtained and shall be effective on and as of the Closing DateClosing. No stop order or other order enjoining the sale of the Note Shares such Closing shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the SECSecurities and Exchange Commission, or any commissioner of corporations or similar officer of any state having jurisdiction over this transaction. At the time of the Closing, the sale and issuance of the Note Shares shall be legally permitted by all laws and regulations to which the Purchaser and the Company are subject.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Inhale Therapeutic Systems Inc), Stock Purchase Agreement (Hollis Eden Pharmaceuticals Inc /De/)
Qualifications, Legal Investment. All authorizations, approvals approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful sale and issuance of the Note Shares pursuant to this Agreement shall have been duly obtained and shall be effective on and as of the Closing DateClosing. No stop order or other order enjoining the sale of the Note Shares shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the SEC, SEC or any commissioner of corporations or similar officer of any state having jurisdiction over this transaction. At the time of the Closing, the sale and issuance of the Note Shares shall be legally permitted by all laws and regulations to which the Purchaser and the Company are subject.
Appears in 2 contracts
Samples: Development and Commercialization Agreement (Cocensys Inc), Stock Purchase Agreement (Cocensys Inc)
Qualifications, Legal Investment. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful sale and issuance of the Note Notes pursuant to this Agreement shall have been duly obtained and shall be effective on and as of the Closing Date. No stop order or other order enjoining the sale of the Note Notes shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the SEC, or any commissioner of corporations or similar officer of any state having jurisdiction over this transaction. At the time of the Closing, the sale and issuance of the Note Notes shall be legally permitted by all laws and regulations to which the Purchaser and the Company are subject.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Sunrise Technologies International Inc)
Qualifications, Legal Investment. All authorizations, approvals approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful sale and issuance of the Note Additional Shares pursuant to this Agreement shall have been duly obtained and shall be effective on and as of the Closing DateSecond Closing. No stop order or other order enjoining the sale of the Note Additional Shares shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the SEC, SEC or any commissioner of corporations or similar officer of any state having jurisdiction over this transaction. At the time of the Second Closing, the sale and issuance of the Note Additional Shares shall be legally permitted by all laws and regulations to which the Purchaser and the Company are subject.
Appears in 1 contract
Samples: Series D Convertible Preferred Stock Purchase Agreement (Cocensys Inc)
Qualifications, Legal Investment. All authorizations, approvals approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful sale and issuance of the Note Shares pursuant to this Agreement shall have been duly obtained and shall be effective on and as of the Closing DateClosing. No stop order or other order enjoining the sale of the Note Shares shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the SEC, SEC or any commissioner of corporations or similar officer of any other state having jurisdiction over this transaction. At the time of the Closing, the sale and issuance of the Note Shares shall be legally permitted by all laws and regulations to which the Purchaser and Robexxx xxx the Company are subject.
Appears in 1 contract
Qualifications, Legal Investment. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful sale and issuance of the Note Notes pursuant to this Agreement shall have been duly obtained owned and shall be effective on and as of the Closing Date. No stop order or other order enjoining the sale of the Note Notes shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the SEC, SEC or any commissioner of corporations or similar officer of any state having jurisdiction over this transaction. At the time of the Closing, the sale and issuance of the Note Notes shall be legally permitted by all laws and regulations to which the Purchaser and the Company are subject.
Appears in 1 contract
Qualifications, Legal Investment. All authorizations, approvals approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful sale and issuance of the Note Shares pursuant to this Agreement shall have been duly obtained and shall be effective on and as of the Closing DateClosing. No stop order or other order enjoining the sale of the Note Shares shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the CompanyCorixa, threatened by the SEC, SEC or any commissioner of corporations or similar officer of any other state having jurisdiction over this transaction. At the time of the Closing, the sale and issuance of the Note Shares shall be legally permitted by all laws and regulations to which the Purchaser and the Company Corixa are subject.
Appears in 1 contract
Qualifications, Legal Investment. All authorizations, approvals approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful sale and issuance of the Note Shares pursuant to this Agreement shall have been duly obtained and shall be effective on and as of the Closing DateClosing. No stop order or other order enjoining the sale of the Note Shares shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the CompanyCoulxxx, threatened xxreatened by the SEC, SEC or any commissioner of corporations or similar officer of any other state having jurisdiction over this transaction. At the time of the Closing, the sale and issuance of the Note Shares shall be legally permitted by all laws and regulations to which the Purchaser SB and the Company are Coulxxx xxx subject.
Appears in 1 contract
Samples: Stock Purchase Agreement (Coulter Pharmaceuticals Inc)
Qualifications, Legal Investment. All authorizations, approvals approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful sale and issuance of the Note Shares pursuant to this Agreement shall have been duly obtained and shall be effective on and as of the Closing DateClosing. No stop order or other order enjoining the sale of the Note Shares shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the CompanyRIBOGENE, threatened by the SEC, SEC or any commissioner of corporations or similar officer of any state having jurisdiction over this transaction. At the time of the Closing, the sale and issuance of the Note Shares shall be legally permitted by all laws and regulations to which the Purchaser XXXXXX and the Company RIBOGENE are subject. 6.
Appears in 1 contract
Qualifications, Legal Investment. All authorizations, approvals approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful sale and issuance of the Note Shares pursuant to this Agreement shall have been duly obtained and shall be effective on and as of the Closing DateClosing. No stop order or other order enjoining the sale of the Note Shares shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the CompanyCoulxxx, threatened xxreatened by the SEC, SEC or any commissioner of corporations or similar officer of any state having jurisdiction over this transaction. At the time of the Closing, the sale and issuance of the Note Shares shall be legally permitted by all laws and regulations to which the Purchaser SB and the Company are Coulxxx xxx subject.
Appears in 1 contract
Samples: Stock Purchase Agreement (Coulter Pharmaceuticals Inc)
Qualifications, Legal Investment. All authorizations, approvals approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful sale and issuance of the Note Shares pursuant to this Agreement shall have been duly obtained and shall be effective on and as of the Closing DateClosing. No stop order or other order enjoining the sale of the Note Shares shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the SEC, SEC or any commissioner of corporations or similar officer of any state having jurisdiction over this transaction. At the time of the Closing, the sale and issuance of the Note Shares shall be legally permitted by all laws and regulations to which the Purchaser and Robexxx xxx the Company are subject.
Appears in 1 contract
Qualifications, Legal Investment. All authorizations, approvals approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful sale and issuance of the Note Shares pursuant to this Agreement shall have been duly obtained and shall be effective on and as of the Closing DateClosing. No stop order or other order enjoining the sale of the Note Shares shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the SEC, SEC or any commissioner of corporations or similar officer of any state having jurisdiction over this transaction. At the time of the Closing, the sale and issuance of the Note Shares shall be legally permitted by all laws and regulations to which the Purchaser and the Company are is subject.
Appears in 1 contract
Samples: Stock Purchase Agreement (Invision Technologies Inc)
Qualifications, Legal Investment. All authorizations, approvals approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful sale and issuance of the Note Shares pursuant to this Agreement shall have been duly obtained and shall be effective on and as of the Closing DateClosing. No stop order or other order enjoining the sale of the Note Shares shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the CompanyRIBOGENE, threatened by the SEC, SEC or any commissioner of corporations or similar officer of any state having jurisdiction over this transaction. At the time of the Closing, the sale and issuance of the Note Shares shall be legally permitted by all laws and regulations to which the Purchaser and the Company ABBOXX xxx RIBOGENE are subject.
Appears in 1 contract
Qualifications, Legal Investment. All authorizations, approvals approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful sale and issuance of the Note pursuant to this Agreement Securities shall have been duly obtained and shall be effective on and as of the Closing DateClosing. No stop order or other order enjoining the sale of the Note such Securities shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the SEC, or any commissioner of corporations or similar officer of any state having jurisdiction over this transaction. At the time of the Closing, Closing the sale and issuance of the Note Securities shall be legally permitted by all laws and regulations to which the Purchaser and the Company are subject.
Appears in 1 contract
Samples: Series E Preferred Stock and Warrant Purchase Agreement (General Magic Inc)
Qualifications, Legal Investment. All authorizations, approvals approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful sale and issuance of the Note Initial Shares pursuant to this Agreement shall have been duly obtained and shall be effective on and as of the Closing DateFirst Closing. No stop order or other order enjoining the sale of the Note Initial Shares shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the SEC, SEC or any commissioner of corporations or similar officer of any state having jurisdiction over this transaction. At the time of the First Closing, the sale and issuance of the Note Initial Shares shall be legally permitted by all laws and regulations to which the Purchaser and the Company are subject.
Appears in 1 contract
Samples: Series D Convertible Preferred Stock Purchase Agreement (Cocensys Inc)
Qualifications, Legal Investment. All authorizations, approvals approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful sale and issuance of the Note pursuant to this Agreement Securities shall have been duly obtained and shall be effective on and as of the Closing DateClosing. No stop order or other order enjoining the sale of the Note such Securities shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the SECSecurities and Exchange Commission, or any commissioner of corporations or similar officer of any state having jurisdiction over this transaction. At the time of the Closing, the sale and issuance of the Note Securities shall be legally permitted by all laws and regulations to which the Purchaser and the Company are subject.
Appears in 1 contract
Samples: Series E Preferred Stock and Warrant Purchase Agreement (General Magic Inc)
Qualifications, Legal Investment. All authorizations, approvals approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful sale and issuance of the Note Additional Shares pursuant to this Agreement shall have been duly obtained and shall be effective on and as of the Closing DateSecond Closing. No stop order or other order enjoining the sale of the Note Additional Shares shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the SEC, SEC or any commissioner of corporations or similar officer of any other state having jurisdiction over this transaction. At the time of the Second Closing, the sale and issuance of the Note Additional Shares shall be legally permitted by all laws and regulations to which the Purchaser and the Company are subject.
Appears in 1 contract
Samples: Series D Convertible Preferred Stock Purchase Agreement (Cocensys Inc)
Qualifications, Legal Investment. All authorizations, approvals approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful sale and issuance of the Note Shares pursuant to this Agreement shall have been duly obtained and shall be effective on and as of the Closing DateClosing. No stop order or other order enjoining the sale of the Note Shares shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the SEC, SEC or any commissioner of corporations or similar officer of any other state having jurisdiction over this transaction. At the time of the Closing, the sale and issuance of the Note Shares shall be legally permitted by all laws and regulations to which the Purchaser and the Company are is subject.
Appears in 1 contract
Samples: Stock Purchase Agreement (Invision Technologies Inc)
Qualifications, Legal Investment. All authorizations, approvals approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful sale and issuance of the Note securities pursuant to this Agreement shall have been duly obtained and shall be effective on and as of the Closing DateClosing. No stop order or other order enjoining the sale of the Note Shares shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the CompanyCorixa, threatened by the SEC, SEC or any commissioner of corporations or similar officer of any other state having jurisdiction over this transaction. At the time of the Closing, the sale and issuance of the Note securities hereunder shall be legally permitted by all laws and regulations to which the Purchaser and the Company Corixa are subject.
Appears in 1 contract
Qualifications, Legal Investment. All authorizations, approvals approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful sale and issuance of the Note Shares pursuant to this Agreement shall have been duly obtained and shall be effective on and as of the Closing DateClosing. No stop order or other order enjoining the sale of the Note Shares shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the SEC, SEC or any commissioner of corporations or similar officer of any other state having jurisdiction over this transaction. At the time of the Closing, the sale and issuance of the Note Shares shall be legally permitted by all laws and regulations to which the Purchaser and the Company are subject.
Appears in 1 contract
Samples: Development and Commercialization Agreement (Cocensys Inc)
Qualifications, Legal Investment. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful sale and issuance of the Note Notes pursuant to this Agreement shall have been duly obtained and shall be effective on and as of the Closing Date. No stop order or other order enjoining the sale of the Note Notes shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the SEC, SEC or any commissioner of corporations or similar officer of any state having jurisdiction over this transaction. At the time of the Closing, the sale and issuance of the Note Notes shall be legally permitted by all laws and regulations to which the Purchaser and the Company are subject.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Sunrise Technologies International Inc)