Common use of RECITALS Clause in Contracts

RECITALS. The Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

Appears in 134 contracts

Samples: Securities Purchase Agreement (Eastside Distilling, Inc.), Securities Purchase Agreement (Nauticus Robotics, Inc.), Securities Purchase Agreement (Microvision, Inc.)

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RECITALS. The Company and each Buyer is the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) provisions of Regulation D (“Regulation D”) ), as promulgated by the United States U.S. Securities and Exchange Commission (the “SEC”) under the 1933 Act.Securities Act of 1933, as amended; and

Appears in 106 contracts

Samples: Purchase Agreement (SharpSpring, Inc.), Securities Purchase Agreement (Aileron Therapeutics Inc), Securities Purchase Agreement (H/Cell Energy Corp)

RECITALS. The Company and each Buyer Purchaser is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.

Appears in 80 contracts

Samples: Securities Purchase Agreement (First Bancshares Inc /MS/), Share Purchase Agreement (Capricor Therapeutics, Inc.), Share Purchase Agreement (Capricor Therapeutics, Inc.)

RECITALS. The Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

Appears in 51 contracts

Samples: Securities Purchase Agreement (Resonant Inc), Securities Purchase Agreement (Energous Corp), Securities Purchase Agreement (Internet Media Services, Inc.)

RECITALS. The Company and each Buyer Purchaser is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.

Appears in 39 contracts

Samples: Securities Purchase Agreement (Cidara Therapeutics, Inc.), Securities Purchase Agreement (Unicycive Therapeutics, Inc.), Securities Purchase Agreement (Biofrontera Inc.)

RECITALS. The Company and each Buyer is Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.

Appears in 30 contracts

Samples: Securities Purchase Agreement (Republic First Bancorp Inc), Securities Purchase Agreement (Republic First Bancorp Inc), Securities Purchase Agreement (Bancorp 34, Inc.)

RECITALS. The Company and each the Buyer is are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933for offers and sales to accredited investors afforded, as amended (the “1933 Act”)inter alia, and Rule 506(b) of under Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”), and/or Section 4(2) of the 1933 Act.

Appears in 19 contracts

Samples: Securities Purchase Agreement (Brazil Minerals, Inc.), Securities Purchase Agreement (Brazil Minerals, Inc.), Securities Purchase Agreement (Brazil Minerals, Inc.)

RECITALS. The Company and each the Buyer is are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) provisions of Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 Act.") and Section 4

Appears in 17 contracts

Samples: Securities Purchase Agreement (Ip Voice Com Inc), Securities Purchase Agreement (Cynet Inc), Securities Purchase Agreement (Ip Voice Com Inc)

RECITALS. The Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

Appears in 11 contracts

Samples: Securities Purchase Agreement (Pegasi Energy Resources Corporation.), Securities Purchase Agreement (Intercloud Systems, Inc.), Securities Purchase Agreement (Genius Brands International, Inc.)

RECITALS. The Company and each Buyer Purchaser is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.

Appears in 11 contracts

Samples: Securities Purchase Agreement (PSQ Holdings, Inc.), Securities Purchase Agreement (Traws Pharma, Inc.), Securities Purchase Agreement (Avalo Therapeutics, Inc.)

RECITALS. The Company and each Buyer is Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.

Appears in 10 contracts

Samples: Stock Purchase Agreement (Twinlab Consolidated Holdings, Inc.), Stock Purchase Agreement (Twinlab Consolidated Holdings, Inc.), Stock Purchase Agreement (Twinlab Consolidated Holdings, Inc.)

RECITALS. The Company and each Buyer is the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Section 4(a)(2) of the Securities 1933 Act of 1933, (as amended (the “1933 Act”defined below), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission SEC (the “SEC”as defined below) under the 1933 Act.;

Appears in 10 contracts

Samples: Securities Purchase Agreement (Celcuity Inc.), Securities Purchase Agreement (Karyopharm Therapeutics Inc.), Securities Purchase Agreement (Satsuma Pharmaceuticals, Inc.)

RECITALS. The Company and each Buyer is the Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, (as amended (the “1933 Act”defined below), and and/or Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Securities Act.

Appears in 10 contracts

Samples: Securities Purchase Agreement (Madison Technologies Inc.), Securities Purchase Agreement (White River Energy Corp.), Securities Purchase Agreement (AmeriCrew Inc.)

RECITALS. The Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) ), as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

Appears in 10 contracts

Samples: Securities Purchase Agreement (Movano Inc.), Securities Purchase Agreement (Movano Inc.), Securities Purchase Agreement (TFF Pharmaceuticals, Inc.)

RECITALS. The Company and each Buyer is Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of Regulation D promulgated under the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) of Regulation D (“Regulation D”) such other Federal and state securities exemptions as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.may be deemed available;

Appears in 9 contracts

Samples: Series a Preferred Stock Purchase Agreement, Stock Purchase Agreement (Royale Globe Holding Inc.), Series a Preferred Stock Purchase Agreement (Realgold International Inc)

RECITALS. The Company and each Buyer is the Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, (as amended (the “1933 Act”defined below), and and/or Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Securities Act.

Appears in 9 contracts

Samples: Securities Purchase Agreement (Charge Enterprises, Inc.), Securities Purchase Agreement (Charge Enterprises, Inc.), Securities Purchase Agreement (Optimus Healthcare Services, Inc.)

RECITALS. The Company and each Buyer Purchaser is executing and delivering this Agreement agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Securities Act.

Appears in 8 contracts

Samples: Securities Purchase Agreement (Cti Industries Corp), Securities Purchase Agreement (Nile Therapeutics, Inc.), Securities Purchase Agreement (Voyager Oil & Gas, Inc.)

RECITALS. The Company and each Buyer is Purchaser are executing and delivering this Agreement agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Securities Act.

Appears in 8 contracts

Samples: Securities Purchase Agreement (HydroGen CORP), Securities Purchase Agreement (Neomagic Corp), Securities Purchase Agreement (International Fight League, Inc.)

RECITALS. The Company and each Buyer is the Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.

Appears in 7 contracts

Samples: Share Purchase Agreement, Securities Purchase Agreement (Cyalume Technologies Holdings, Inc.), Securities Purchase Agreement (BNC Bancorp)

RECITALS. The Company and each Buyer Purchaser is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.

Appears in 7 contracts

Samples: Securities Purchase Agreement (Oragenics Inc), Securities Purchase Agreement (Oragenics Inc), Stock Purchase Agreement (Oragenics Inc)

RECITALS. The Company and each Buyer Investor is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and and/or Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.; and

Appears in 7 contracts

Samples: Securities Purchase Agreement (Elutia Inc.), Securities Purchase Agreement (Rafael Holdings, Inc.), Securities Purchase Agreement (ASTROTECH Corp)

RECITALS. The Company and each Buyer is are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Borqs Technologies, Inc.), Securities Purchase Agreement (Mullen Automotive Inc.), Securities Purchase Agreement (Borqs Technologies, Inc.)

RECITALS. The Company and each Buyer is the Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Ventyx Biosciences, Inc.), Securities Purchase Agreement (Rallybio Corp), Securities Purchase Agreement (Vigil Neuroscience, Inc.)

RECITALS. The Company and each the Buyer is are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Wejo Group LTD), Securities Purchase Agreement (Avant Diagnostics, Inc), Securities Purchase Agreement (Avant Diagnostics, Inc)

RECITALS. The Company and each Buyer is the Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Freeseas Inc.), Securities Purchase Agreement (Freeseas Inc.), Securities Purchase Agreement (Intercloud Systems, Inc.)

RECITALS. The Company and each Buyer is Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.

Appears in 5 contracts

Samples: Securities Purchase Agreement (First Bancorp /Nc/), Securities Purchase Agreement (Yadkin Valley Financial Corp), Securities Purchase Agreement (Customers Bancorp, Inc.)

RECITALS. The Company and each Buyer is Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Securities Act.

Appears in 5 contracts

Samples: Securities Purchase and Registration Rights Agreement (Cryoport, Inc.), Securities Purchase and Registration Rights Agreement (AIT Therapeutics, Inc.), Securities Purchase and Registration Rights Agreement (AIT Therapeutics, Inc.)

RECITALS. The Company and each the Buyer is are executing and delivering this Agreement in reliance upon the an exemption from securities registration afforded pursuant to Section 4(2) and/or Rule 506 of Regulation D ("Regulation D") as promulgated by Section 4(a)(2the U.S. Securities and Exchange Commission (the "SEC") of under the Securities Act of 1933, as amended (the “1933 "Securities Act"), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.;

Appears in 5 contracts

Samples: Securities Purchase Agreement (Cogenco International Inc), Securities Purchase Agreement (Cogenco International Inc), Securities Purchase Agreement (Cogenco International Inc)

RECITALS. The Company and each Buyer Purchaser is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Blue Ridge Bankshares, Inc.), Securities Purchase Agreement (Strongbridge Biopharma PLC), Securities Purchase Agreement (Z Trim Holdings, Inc)

RECITALS. The Company and each Buyer Subscriber is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Act.

Appears in 4 contracts

Samples: Subscription Agreement (TherapeuticsMD, Inc.), Subscription Agreement (TherapeuticsMD, Inc.), Subscription Agreement (TherapeuticsMD, Inc.)

RECITALS. The Company and each the Buyer is are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), ) and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Lm Funding America, Inc.), Securities Purchase Agreement (Lm Funding America, Inc.), Securities Purchase Agreement (Lm Funding America, Inc.)

RECITALS. The Company and each Buyer Purchaser is executing and delivering this Agreement agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 U.S. Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Securities Act.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Swisher Hygiene Inc.), Securities Purchase Agreement (Swisher Hygiene Inc.), Securities Purchase Agreement (Swisher Hygiene Inc.)

RECITALS. The Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 Act”), and and/or Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Composite Technology Corp), Securities Purchase Agreement (Wt Holdings Corp), Securities Purchase Agreement (Composite Technology Corp)

RECITALS. The Company and each Buyer is the Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and and/or Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Securities Act.;

Appears in 4 contracts

Samples: Securities Purchase Agreement (Ault Alliance, Inc.), Securities Purchase Agreement (Guardion Health Sciences, Inc.), Securities Purchase Agreement (Tonix Pharmaceuticals Holding Corp.)

RECITALS. The Company and each Buyer is are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

Appears in 4 contracts

Samples: Securities Purchase Agreement (AYRO, Inc.), Securities Purchase Agreement (Petros Pharmaceuticals, Inc.), Securities Purchase Agreement (PARETEUM Corp)

RECITALS. The Company and each Buyer Purchaser is executing and delivering this Agreement in the same form as each other Purchaser, and in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Ecb Bancorp Inc), Securities Purchase Agreement (Porter Bancorp, Inc.), Securities Purchase Agreement (North Valley Bancorp)

RECITALS. The Company and each Buyer is Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Pacific Ethanol, Inc.), Securities Purchase Agreement (Pacific Ethanol, Inc.), Securities Purchase Agreement (Pacific Ethanol, Inc.)

RECITALS. The Company and each Buyer is the Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of under the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) the provisions of Regulation D (“Regulation D”) ), as promulgated by the United States U.S. Securities and Exchange Commission (the “SEC”) under the 1933 Act.;

Appears in 4 contracts

Samples: Securities Purchase Agreement (Interpharm Holdings Inc), Securities Purchase Agreement (United Energy Corp /Nv/), Securities Purchase Agreement (United Energy Corp /Nv/)

RECITALS. The Company and each Buyer is the Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Panacea Life Sciences Holdings, Inc.), Securities Purchase Agreement (Dolphin Entertainment, Inc.), Securities Purchase Agreement (Dolphin Entertainment, Inc.)

RECITALS. The Company and each Buyer is are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Securities Act.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Alternus Clean Energy, Inc.), Securities Purchase Agreement (Alternus Clean Energy, Inc.), Securities Purchase Agreement (Interactive Strength, Inc.)

RECITALS. The Company and each Buyer Investor is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and and/or Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.;

Appears in 4 contracts

Samples: Securities Purchase Agreement (Lyra Therapeutics, Inc.), Securities Purchase Agreement (Entasis Therapeutics Holdings Inc.), Securities Purchase Agreement (Innoviva, Inc.)

RECITALS. The Company and each Buyer Purchaser is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Securities Act.

Appears in 3 contracts

Samples: Note and Warrant Purchase Agreement (Nephros Inc), Securities Purchase Agreement (Nephros Inc), Securities Purchase Agreement (Kennedy-Wilson Holdings, Inc.)

RECITALS. The Company and Buyer are each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

Appears in 3 contracts

Samples: Subscription Agreement (Net Element, Inc.), Securities Exchange Agreement (H.I.G. Aert, LLC), Securities Exchange Agreement (Advanced Environmental Recycling Technologies Inc)

RECITALS. The Company and each Buyer Purchaser is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 "Securities Act"), and Rule 506(b) 506 of Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the “SEC”"Commission") under the 1933 Securities Act.

Appears in 3 contracts

Samples: Common Stock Purchase Agreement (Anacor Pharmaceuticals Inc), Securities Purchase Agreement (I-Level Media Group Inc), Securities Purchase Agreement (Miv Therapeutics Inc)

RECITALS. The Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States U.S. Securities and Exchange Commission (the “SEC”) under the 1933 Act.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Freedom Leaf Inc.), Securities Purchase Agreement (Freedom Leaf Inc.), Securities Purchase Agreement (GrowGeneration Corp.)

RECITALS. The Company and each the Buyer is are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2Rule 506 of Regulation D ("Regulation D") of as promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the “1933 "Securities Act"), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Fonix Corp), Securities Purchase Agreement (Fonix Corp), Securities Purchase Agreement (Fonix Corp)

RECITALS. The Company and each Buyer is Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended 1933 (the “1933 Securities Act”), ) and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Southern States Bancshares, Inc.), Stock Purchase Agreement (Riverview Financial Corp), Stock Purchase Agreement (HCSB Financial Corp)

RECITALS. The Company and each Buyer is Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Gyre Therapeutics, Inc.), Share Purchase Agreement (Netlist Inc), Share Purchase Agreement (Netlist Inc)

RECITALS. The Company and each the Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

Appears in 3 contracts

Samples: Purchase Agreement (SRAX, Inc.), Purchase Agreement (SRAX, Inc.), Purchase Agreement (SRAX, Inc.)

RECITALS. The Company and each Buyer is Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

Appears in 3 contracts

Samples: Note Purchase Agreement, Note Purchase Agreement (Pacific Ethanol, Inc.), Note Purchase Agreement (Pacific Ethanol, Inc.)

RECITALS. The Company and each Buyer is the Buyers are executing and delivering this Agreement in reliance upon the exemption exemptions from securities registration afforded by Section 4(a)(2(i) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) provisions of Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 Act"), and (ii) Section 4(2) under the 1933 Act.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Detto), Securities Purchase Agreement (Return on Investment Corp), Securities Purchase Agreement (Return on Investment Corp)

RECITALS. The Company and each Buyer is the Buyers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Nuburu, Inc.), Securities Purchase Agreement (Nuburu, Inc.), Securities Purchase Agreement (Mullen Automotive Inc.)

RECITALS. The Company and each Buyer is the Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Section 4(a)(24(2) of the Securities Act of 1933, as amended 1933 (the “1933 "Securities Act”), ") and Rule 506(b) of Regulation D ("Regulation D") as promulgated by of the United States Securities and Exchange Commission (the "SEC") promulgated under the 1933 Securities Act.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Lasersight Inc /De), Securities Purchase Agreement (Lasersight Inc /De), Securities Purchase Agreement (Lasersight Inc /De)

RECITALS. The Company and each Buyer Purchaser is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission) under the 1933 Act).

Appears in 3 contracts

Samples: Securities Purchase Agreement (Streamline Health Solutions Inc.), Securities Purchase Agreement (Ribbon Communications Inc.), Securities Purchase Agreement (Ribbon Communications Inc.)

RECITALS. The Company and each Buyer is the Subscriber are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Act.

Appears in 3 contracts

Samples: Subscription Agreement (TherapeuticsMD, Inc.), Subscription Agreement (TherapeuticsMD, Inc.), Subscription Agreement (TherapeuticsMD, Inc.)

RECITALS. The Company and each Buyer Subscriber is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the "1933 Act"), and Rule 506(b) 506 of Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "SEC") under the 1933 Act.

Appears in 3 contracts

Samples: Subscription Agreement, Subscription Agreement (KushCo Holdings, Inc.), Subscription Agreement

RECITALS. The Company and each Buyer is the Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and and/or Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Securities Act.; and;

Appears in 3 contracts

Samples: Securities Purchase Agreement (Akerna Corp.), Securities Purchase Agreement (Tonix Pharmaceuticals Holding Corp.), Securities Purchase Agreement (Abeona Therapeutics Inc.)

RECITALS. The Company and each Buyer Investor is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Digital Brands Group, Inc.), Securities Purchase Agreement (Digital Brands Group, Inc.)

RECITALS. The Company and each Buyer is the Buyers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of or Regulation D (“Regulation D”) under the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Hub Cyber Security Ltd.), Securities Purchase Agreement (Hub Cyber Security Ltd.)

RECITALS. The Company and each Buyer is the Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and and/or Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) SEC under the 1933 Securities Act.

Appears in 2 contracts

Samples: Securities Purchase Agreement (GENELUX Corp), Securities Purchase Agreement (Spruce Biosciences, Inc.)

RECITALS. The Company and each Buyer is are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Securities Act.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Mullen Automotive Inc.), Securities Purchase Agreement (Net Element, Inc.)

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RECITALS. The Company and each Buyer is the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Section 4(a)(2) of the Securities 1933 Act of 1933, (as amended (the “1933 Act”defined below), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission SEC (the “SEC”as defined below) under the 1933 Act.;

Appears in 2 contracts

Samples: Securities Purchase Agreement (Vincerx Pharma, Inc.), Securities Purchase Agreement (TFF Pharmaceuticals, Inc.)

RECITALS. The Company and each Buyer the Purchaser is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.

Appears in 2 contracts

Samples: Ordinary Share Purchase Agreement (TuSimple Holdings Inc.), Ordinary Share Purchase Agreement (TuSimple Holdings Inc.)

RECITALS. The Company and each Buyer is are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) and Rule 506 (“Rule 506”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”).

Appears in 2 contracts

Samples: Note Purchase Agreement (Energy Focus, Inc/De), Note Purchase Agreement (Energy Focus, Inc/De)

RECITALS. The Company and each Buyer is Lender are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and and/or Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Securities Act.

Appears in 2 contracts

Samples: Debt for Equity Exchange Agreement (Psyence Biomedical Ltd.), Debt for Equity Exchange Agreement (Psyence Biomedical Ltd.)

RECITALS. The Company and each Buyer is Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Section 4(a)(2) of the Securities 1933 Act of 1933, (as amended (the “1933 Act”), defined below) and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission SEC (the “SEC”) under the 1933 Act.as defined below);

Appears in 2 contracts

Samples: Securities Purchase Agreement (Sky Harbour Group Corp), Securities Purchase Agreement (Sky Harbour Group Corp)

RECITALS. The Company and each Buyer is the Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the "1933 Act”), ") and Rule 506(b) 506 of Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "SEC") under the 1933 Act.

Appears in 2 contracts

Samples: Note Purchase Agreement (Top Ships Inc.), Note Purchase Agreement (Top Ships Inc.)

RECITALS. The Company and each Buyer the Investor is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Section 4(a)(2) of the Securities 1933 Act of 1933, (as amended (the “1933 Act”defined below), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission SEC (the “SEC”as defined below) under the 1933 Act.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Capstone Companies, Inc.), Securities Purchase Agreement (Capstone Companies, Inc.)

RECITALS. The Company Company, OvaScience and each Buyer is Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and and/or Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.

Appears in 2 contracts

Samples: Stock Purchase Agreement (OvaScience, Inc.), Stock Purchase Agreement (OvaScience, Inc.)

RECITALS. The Company and each Buyer Investor is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Securities Act.

Appears in 2 contracts

Samples: Securities Purchase Agreement (FUND.COM Inc.), Securities Purchase Agreement (American Energy Group LTD)

RECITALS. The Company and each Buyer is the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission SEC (the “SEC”as defined below) under the 1933 Act.;

Appears in 2 contracts

Samples: Securities Purchase Agreement (General Atlantic, L.P.), Securities Purchase Agreement (Immunocore Holdings PLC)

RECITALS. The Company and each Buyer is the Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC” or the “Commission”) under the 1933 Securities Act.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Muscle Maker, Inc.), Securities Purchase Agreement (HyreCar Inc.)

RECITALS. The Company and each Buyer is the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and ) and/or Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.; and;

Appears in 2 contracts

Samples: Securities Purchase Agreement (Advaxis, Inc.), Securities Purchase Agreement (Advaxis, Inc.)

RECITALS. The Company Company, the Guarantors and each Buyer is Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Securities Act.

Appears in 2 contracts

Samples: Note Purchase and Registration Rights Agreement (Venus Concept Inc.), Securities Exchange and Registration Rights Agreement (Venus Concept Inc.)

RECITALS. The Company Buyer and each Buyer is Seller are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) provisions of Regulation D ("Regulation D”) "), as promulgated by the United States Securities and Exchange Commission (the "SEC") under the 1933 Securities Act of 1933, as amended (the "Securities Act").

Appears in 2 contracts

Samples: Securities Purchase Agreement (Us Data Authority Inc), Securities Purchase Agreement (Ab Financial Services LLC)

RECITALS. The Company and each Buyer is Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (the “1933 Securities Act”), and Rule 506(b) of including Regulation D (“Regulation D”) ), as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Securities Act.

Appears in 2 contracts

Samples: Class a Common Stock Purchase Agreement (Document Security Systems Inc), Class a Common Stock Purchase Agreement (Alset EHome International Inc.)

RECITALS. The Company and each Buyer is are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) 506 of Regulation D (“Regulation "REGULATION D") as promulgated by the United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 ActACT").

Appears in 2 contracts

Samples: Securities Purchase Agreement (Mills Corp), Securities Purchase Agreement (Mills Corp)

RECITALS. The Company and each Buyer Purchaser is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended amended, or any successor statute, and the rules and regulations promulgated thereunder (the “1933 Securities Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.

Appears in 2 contracts

Samples: Securities Purchase Agreement (pSivida Corp.), Securities Purchase Agreement (pSivida Corp.)

RECITALS. The Company and each Buyer Subscriber is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 "Securities Act"), and Rule 506(b) 506 of Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the “SEC”"Commission") under the 1933 Securities Act.

Appears in 2 contracts

Samples: Subscription Agreement (SMTC Corp), Subscription Agreement (SMTC Corp)

RECITALS. The Company and each Buyer Investor is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Securities Act.

Appears in 2 contracts

Samples: Secured Convertible Note Purchase Agreement (Searchlight Minerals Corp.), Unsecured Convertible Note and Warrant Purchase Agreement (Stratos Renewables CORP)

RECITALS. The Company and each the Buyer is are executing and delivering this Agreement in reliance upon the exemption exemptions from securities registration afforded by Section 4(a)(2(i) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) provisions of Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 Act"), and (ii) Section 4(2) under the 1933 Act.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Rapidtron Inc), Securities Purchase Agreement (Trinity Learning Corp)

RECITALS. The Company and each Buyer is Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Porter Bancorp, Inc.), Stock Purchase Agreement (Carver Bancorp Inc)

RECITALS. The Company and each Buyer is Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.

Appears in 2 contracts

Samples: Upfront Securities Purchase Agreement (Firstsun Capital Bancorp), Securities Purchase Agreement (Castle Creek Capital Partners V, LP)

RECITALS. The Company and each Buyer is Investor are executing and delivering this Agreement in reliance upon the exemption exemptions from securities registration afforded by by, in the case of U.S. Investors, Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) of Regulation D (“Regulation D”) ), as promulgated by the United States Securities and Exchange Commission (the “SEC”) thereunder, and, in the case of non-U.S. Investors, Regulation S (“Regulation S”), as promulgated by the SEC under the 1933 Securities Act.

Appears in 2 contracts

Samples: Share Purchase Agreement (VBI Vaccines Inc/Bc), Share Purchase Agreement (VBI Vaccines Inc/Bc)

RECITALS. The Company and each Buyer is the Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.

Appears in 2 contracts

Samples: Securities Purchase Agreement (RHO Ventures VI LP), Securities Purchase Agreement (Bluefly Inc)

RECITALS. The Company and each Buyer is Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Securities Act.

Appears in 2 contracts

Samples: Subscription Agreement (Artes Medical Inc), Subscription Agreement (Artes Medical Inc)

RECITALS. The Company and each Buyer is the Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and and/or Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Securities Act.; and

Appears in 2 contracts

Samples: Securities Purchase Agreement (Rafael Holdings, Inc.), Stock Purchase Agreement (Griffin Industrial Realty, Inc.)

RECITALS. The Company and each Buyer is Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Securities Act.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Clearant Inc), Securities Purchase Agreement (Clearant Inc)

RECITALS. The Company and each Buyer is the Investors are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 "Securities Act"), and Rule 506(b) of 506 under Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "SEC") under the 1933 Securities Act.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Midwest Express Holdings Inc), Securities Purchase Agreement (Midwest Express Holdings Inc)

RECITALS. The Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the 1933 Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States U.S. Securities and Exchange Commission (the SEC”) under the 1933 Act.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Valley Forge Composite Technologies, Inc.), Securities Purchase Agreement (Valley Forge Composite Technologies, Inc.)

RECITALS. The Company and each Buyer Purchaser is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.

Appears in 2 contracts

Samples: Share Purchase Agreement (Youngevity International, Inc.), Share Purchase Agreement (Synthetic Biologics, Inc.)

RECITALS. The Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the "1933 Act"), and Rule 506(b) 506 of Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "SEC") under the 1933 Act.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Socket Mobile, Inc.), Securities Purchase Agreement (Smart Video Technologies Inc)

RECITALS. The Company and each Buyer is the Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of under the Securities Act of 1933, as amended (the “1933 Act”), ) and Rule 506(b) the provisions of Regulation D (“Regulation D”) ), as promulgated by the United States U.S. Securities and Exchange Commission (the “SEC”) under the 1933 Act.;

Appears in 2 contracts

Samples: Purchase Agreement (Hearusa Inc), Purchase Agreement (Hearusa Inc)

RECITALS. The Company Borrower and each Buyer is the Lender are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Securities Act.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Amarantus Bioscience Holdings, Inc.), Securities Purchase Agreement

RECITALS. The Company and each the Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

Appears in 2 contracts

Samples: Securities Purchase Agreement (U-Vend, Inc.), Securities Purchase Agreement (U-Vend, Inc.)

RECITALS. The Each of the Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the United States Securities Act of 1933, as amended (the “1933 Act”), and and/or Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

Appears in 2 contracts

Samples: Debenture Purchase Agreement (Remark Holdings, Inc.), Debenture Purchase Agreement (Remark Holdings, Inc.)

RECITALS. The Company and each Buyer Purchaser is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Securities Act”), and and/or Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.

Appears in 2 contracts

Samples: Subscription Agreement (E-Waste Corp.), Securities Purchase Agreement (Avadel Pharmaceuticals PLC)

RECITALS. The Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States U.S. Securities and Exchange Commission (the “SEC”) under the 1933 Act.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Valley Forge Composite Technologies, Inc.), Securities Purchase Agreement (Valley Forge Composite Technologies, Inc.)

RECITALS. The Company and each Buyer is the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Section 4(a)(2) of the Securities 1933 Act of 1933, (as amended (the “1933 Act”), defined below) and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission SEC (the “SEC”as defined below) under the 1933 Act.thereunder;

Appears in 2 contracts

Samples: Securities Purchase Agreement (Invitae Corp), Securities Purchase Agreement (Invitae Corp)

RECITALS. The Company and each Buyer is Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(24(2) of the Securities Act of 1933, as amended amended, or any successor statute, and the rules and regulations promulgated thereunder (the “1933 Securities Act”), and Rule 506(b) 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SECCommission”) under the 1933 Securities Act.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Jazz Pharmaceuticals Inc), Securities Purchase Agreement (Sunesis Pharmaceuticals Inc)

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