Common use of Regulation D Offering/Legal Opinion Clause in Contracts

Regulation D Offering/Legal Opinion. The offer and issuance of the Securities to the Subscribers is being made pursuant to the exemption from the registration provisions of the 1933 Act afforded by Section 4(2) or Section 4(6) of the 1933 Act and/or Rule 506 of Regulation D. The Company will provide, at the Company’s expense, to the Subscribers, such legal opinions, if any, as are reasonably necessary and customary for the issuance and resale of the Warrant Shares under Rule 144.

Appears in 1 contract

Samples: Securities Purchase Agreement (Alliqua, Inc.)

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Regulation D Offering/Legal Opinion. The offer and issuance of the Securities to the Subscribers is being made pursuant to the exemption from the registration provisions of the 1933 Act afforded by Section 4(2) or Section 4(6) of the 1933 Act and/or Rule 506 of Regulation D. D promulgated thereunder. The Company will provide, at the Company’s 's expense, to the SubscribersSubscriber, such other legal opinions, if any, as are reasonably necessary in each Subscriber’s and customary such counsel’s opinion for the issuance and resale of theConversion Shares pursuant to an effective registration statement, Rule 144 under the Warrant Shares under Rule 1441933 Act or an exemption from registration.

Appears in 1 contract

Samples: Subscription Agreement (Tri-Mark MFG, Inc.)

Regulation D Offering/Legal Opinion. The offer and issuance of the Securities to the Subscribers is being made pursuant to the exemption from the registration provisions of the 1933 Act afforded by Section 4(2) or Section 4(6) of the 1933 Act and/or Rule 506 of Regulation D. D promulgated thereunder. The Company will provide, at the Company’s expense, to the Subscribers, such legal opinions, if any, as are reasonably necessary and customary for the issuance and resale or sale of any of the Warrant Shares under Securities either pursuant to a registartion statement or pursuant to an exemption from registration, includng pursuant to Rule 144.

Appears in 1 contract

Samples: Securities Purchase Agreement (Arista Power, Inc.)

Regulation D Offering/Legal Opinion. The offer and issuance of the Securities to the Subscribers is being made pursuant to the exemption from the registration provisions of the 1933 Act afforded by Section 4(2) or Section 4(6) of the 1933 Act and/or Rule 506 of Regulation D. D promulgated thereunder. The Company will provide, at the Company’s 's expense, to the Subscribers, such legal opinions, if any, as are reasonably necessary and customary for the issuance and resale of the Warrant Shares Common Stock issuable upon exercise of the Warrants pursuant to an effective registration statement, Rule 144 under Rule 144the 1933 Act or an exemption from registration.

Appears in 1 contract

Samples: Subscription Agreement (Aethlon Medical Inc)

Regulation D Offering/Legal Opinion. The offer and issuance of the Securities to the Subscribers is being made pursuant to the exemption from the registration provisions of the 1933 Act afforded by Section 4(2) or Section 4(6) of the 1933 Act and/or Rule 506 of Regulation D. D promulgated thereunder. The Company will provide, at the Company’s expense, to the Subscribers, such legal opinions, if any, as are reasonably necessary and customary for the issuance and resale of the Warrant Shares under Rule 144.

Appears in 1 contract

Samples: Securities Purchase Agreement (Be Active Holdings, Inc.)

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Regulation D Offering/Legal Opinion. The offer and issuance of the Securities to the Subscribers is being made pursuant to the exemption from the registration provisions of the 1933 Act afforded by Section 4(24(a)(2) or Section 4(6) of the 1933 Act and/or Rule 506 of Regulation D. The D promulgated thereunder. On the Closing Date, the Company will provide, at provide an opinion reasonably acceptable to the Subscribers from the Company’s expense, legal counsel opining on the availability of an exemption from registration under the 1933 Act as it relates to the Subscribers, such legal opinions, if any, as are reasonably necessary offer and customary for the issuance and resale of the Warrant Shares under Rule 144Securities and the other matters set forth on Exhibit A hereto.

Appears in 1 contract

Samples: Securities Purchase Agreement (Optionable Inc)

Regulation D Offering/Legal Opinion. The offer and issuance of the Securities to the Subscribers is being made pursuant to the exemption from the registration provisions of the 1933 Act afforded by Section 4(2) or Section 4(6) of the 1933 Act and/or Rule 506 of Regulation D. D promulgated thereunder. The Company will provide, at the Company’s expense, to the Subscribers, such legal opinions, if any, opinions in the future as are reasonably necessary and customary for the issuance and resale of the Warrant Shares Common Stock issuable upon conversion of the Notes pursuant to an effective registration statement, Rule 144 under Rule 144the 1933 Act or an exemption from registration.

Appears in 1 contract

Samples: Subscription Agreement (BigString CORP)

Regulation D Offering/Legal Opinion. The offer and issuance of the Securities to the Subscribers is being made pursuant to the exemption from the registration provisions of the 1933 Act afforded by Section 4(2) or Section 4(6) of the 1933 Act and/or Rule 506 of Regulation D. D promulgated thereunder. The Company will provide, at the Company’s 's expense, to the SubscribersSubscriber, such other legal opinions, if any, as are reasonably necessary in each Subscriber’s and customary such counsel’s opinion for the issuance and resale of the Conversion Shares, Warrant Shares and Fee Shares pursuant to an effective registration statement, Rule 144 under Rule 144the 1933 Act or an exemption from registration.

Appears in 1 contract

Samples: Subscription Agreement (Yesdtc Holdings, Inc.)

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