Securities Act and Trust Indenture Act. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4 hereof and the Purchasers’ compliance with the agreements set forth therein, it is not necessary in connection with the offer, issuance, sale and delivery of the Securities in the manner contemplated by this Agreement and the other Transaction Documents to register the offer or sale of any of the Securities under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended.
Securities Act and Trust Indenture Act. The offer, issue, sale and delivery of the Notes under the circumstances contemplated by the Note Purchase Agreement constitute exempted transactions under the registration provisions of the Securities Act of 1933, as amended, and neither the registration of the Notes thereunder nor the qualification of an indenture in respect of the Notes under the Trust Indenture Act of 1939, as amended, is required in connection with such offer, issue, sale and delivery.
Securities Act and Trust Indenture Act. The offer, issue, sale and delivery of the Notes, the Warrants and the Junior Securities, in each case under the circumstances contemplated by the Note Agreement, the RFE Securities Purchase Agreement and the Bulldog Subscription Agreement, constitute exempted transactions under the registration provisions of the Securities Act, and neither the registration of the Notes, the Warrants or the Junior Securities under the Securities Act nor the qualification of an indenture in respect of the Notes or any Junior Securities under the Trust Indenture Act of 1939, as amended, is required in connection with such offer, issue, sale and delivery.
Securities Act and Trust Indenture Act. The offer, issue, sale and delivery of the Notes under the circumstances contemplated by the Note Agreement constitute exempted transactions under the registration provisions of the Securities Act of 1933, as amended, and neither the registration of the Notes thereunder nor the qualification of an indenture in respect of the Notes under the Trust Indenture Act of 1939, as amended, is required in connection with such offer, issue, sale and delivery. We have reviewed, and insofar as our opinion involves matters governed by Minnesota law, have relied upon, the opinion, dated today and addressed to you, of Xxxxxxxx, Gross & Xxxxx, P.A., counsel for the Company, and on the basis of such review, it is our opinion that you and we are justified in relying on such opinion. Our review of such opinion included such investigations and procedures as in our judgment were necessary or appropriate in order to enable us to reach the conclusion that your and our reliance thereon is reasonable under the circumstances. Very truly yours,
