Common use of Registration Statements and Prospectuses Clause in Contracts

Registration Statements and Prospectuses. (i) The offer and sale of the Common Shares as contemplated hereby complies with the requirements of Rule 415 under the Act. (ii) The Company has not, directly or indirectly, used or referred to any “free writing prospectus” (as defined in Rule 405 under the Act) except in compliance with Rules 164 and 433 under the Act. (iii) The Company is not an “ineligible issuer” (as defined in Rule 405 under the Act) as of the eligibility determination date for purposes of Rules 164 and 433 under the Act with respect to the offering of the Common Shares contemplated by any Registration Statement filed or to be filed, without taking into account any determination by the SEC pursuant to Rule 405 under the Act that it is not necessary under the circumstances that the Company be considered an “ineligible issuer.”

Appears in 10 contracts

Samples: Securities Purchase Agreement (Advanced Cell Technology, Inc.), Preferred Stock Purchase Agreement (Entech Solar, Inc.), Securities Purchase Agreement (ZBB Energy Corp)

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Registration Statements and Prospectuses. (i) The offer and sale of the Common Shares as contemplated hereby complies with the requirements of Rule 415 under the Act. (ii) The Company has not, directly or indirectly, used or referred to any “free writing prospectus” (as defined in Rule 405 under the Act) except in compliance with Rules 164 and 433 under the Act. (iii) The Company is not an “ineligible issuer” (as defined in Rule 405 under the Act) as of the eligibility determination date for purposes of Rules 164 and 433 under the Act with respect to the offering of the Common Shares contemplated by any Registration Statement filed or to be filed, without taking into account any determination by the SEC pursuant to Rule 405 under the Act that it is not necessary under the circumstances that the Company be considered an “ineligible issuer.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Urban Barns Foods Inc.)

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Registration Statements and Prospectuses. (i) The offer and sale of the Common Shares as contemplated hereby complies with the requirements of Rule 415 under the Act. (ii) The Company has not, directly or indirectly, used or referred to any "free writing prospectus" (as defined in Rule 405 under the Act) except in compliance with Rules 164 and 433 under the Act. (iii) The Company is not an "ineligible issuer" (as defined in Rule 405 under the Act) as of the eligibility determination date for purposes of Rules 164 and 433 under the Act with respect to the offering of the Common Shares contemplated by any Registration Statement filed or to be filed, without taking into account any determination by the SEC pursuant to Rule 405 under the Act that it is not necessary under the circumstances that the Company be considered an "ineligible issuer."

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Entech Solar, Inc.)

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