Registration Exemption. It is intended that the Consideration Shares to be issued pursuant to this Agreement will be issued pursuant to Section 4(2) of the Securities Act and therefore shall not require registration under the Securities Act or any relevant state Law.
Registration Exemption. Assuming the accuracy of your representations and warranties in Section 3(b), the purchase and resale of the Notes pursuant hereto (including pursuant to the Exempt Resales) are exempt from the registration requirements of the Securities Act.
Registration Exemption. The offer and sale of the Notes to the Purchasers in the manner contemplated by this Agreement will be exempt from the registration requirements of the Securities Act and it is not necessary to qualify an indenture in respect of the Notes. The Indenture is not required to be qualified under the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of this Agreement.
Registration Exemption. It is intended that the Exchange Shares to be issued pursuant to this Agreement will be issued pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and therefore shall not require registration under the Securities Act or any other applicable law.
Registration Exemption. The Purchaser understands and acknowledges that the offering of the Shares and the Conversion Shares pursuant to this Agreement will not be registered under the Securities Act on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt pursuant to Section 4(2) of the Securities Act or Regulation D thereunder, and that the Company's reliance on such exemption is predicated on the Purchasers' representations set forth herein.
Registration Exemption. Executive understands and acknowledges that the offering of the Shares will not be registered under the Securities Act of 1933, as amended (the "Securities Act") on the grounds that the sale is exempt pursuant to Section 4(2) of the Securities Act, and that the Company's reliance on such exemption is predicated on Executive's representations set forth herein.
Registration Exemption. It is intended that the Blue Star Shares to be issued pursuant to this Agreement will be issued pursuant to Section 4(a)(2) of the Securities Act and, therefore, shall not require registration under the Securities Act or any relevant state Law.
Registration Exemption. Xxxxxxxx understands that the Investment Securities are being or will be offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that Company is relying on the truth and accuracy of, and Xxxxxxxx'x compliance with, the representations, warranties, agreements, acknowledgments and understandings of Xxxxxxxx set forth herein in order to determine the availability of such exemptions and the eligibility of Xxxxxxxx to acquire the Investment Securities.
Registration Exemption. It is intended that the Shares to be issued pursuant to this Agreement will be issued pursuant to Section 3(b) or 4(2) of the Securities Act, and therefore shall not require registration under the Securities Act or any relevant state law.
Registration Exemption. Subject in part to the truth and accuracy of Seller’s representations in this Agreement, the offer, sale and issuance of the Shares as contemplated by this Agreement are exempt from the registration requirements of the Securities Act. All Shares shall, upon issuance thereof by Purchaser, be duly authorized, validly issued, fully paid and non-assessable.
