Securities Exemption. The offer and sale of the Notes pursuant to this Agreement shall be exempt from the registration requirements of the Securities Act and the registration requirements and/or qualification requirements of all other applicable state securities laws.
Securities Exemption. Assuming the accuracy of the representations and warranties of the Purchaser contained in Section 4.3 hereof, the offer, sale and issuance of the Shares will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws.
Securities Exemption. The Subscriber acknowledges his, her or its understanding that the offering and sale of the Securities is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D promulgated thereunder (“Regulation D”). In furtherance thereof, the Subscriber represents and warrants to the Company as follows:
(a) The Subscriber realizes that the basis for the exemption from registration may not be available if, notwithstanding the Subscriber’s representations contained herein, the Subscriber is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Subscriber does not have any such intention.
(b) The Subscriber is acquiring the Securities solely for the Subscriber’s own beneficial account, for investment purposes, and not with view to, or resale in connection with, any distribution of the Securities.
(c) The Subscriber has the financial ability to bear the economic risk of his, her or its investment, has adequate means for providing for their current needs and contingencies, and has no need for liquidity with respect to the investment in the Company.
(d) The Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received this Agreement, together with the Memorandum, and all other documents provided by the Company pursuant to the requests of the Subscriber or its Advisors, if any, and have carefully reviewed them and they understand the information contained therein, prior to the execution of this Agreement.
(e) The Subscriber (together with his, her or its Advisors, if any) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Securities. If other than an individual, the Subscriber also represents it has not been organized solely for the purpose of acquiring the Securities.
Securities Exemption. The Company shall not be required to issue or deliver any certificates for shares of Common Stock purchased upon the exercise of an option (i) prior to the completion of any registration or other qualification of such shares under any state or federal laws or rulings or regulations of any government regulatory body, which the Company shall determine to be necessary or advisable, or (ii) prior to receiving an opinion of counsel satisfactory to the Company that the sale or issuance of such shares is exempt from these registration or qualification requirements.
Securities Exemption. The offer and sale of the Securities to the Investors pursuant to this Agreement shall be exempt from the registration requirements of the Securities Act, the qualification requirements of the California Corporate Securities Law of 1968, and the registration and/or qualification requirements of all other state securities laws applicable to the Investors.
Securities Exemption. Based on the representations of Shareholder in Article IV above, the issuance of the securities pursuant to this Agreement are exempt from registration under the Securities Act.
Securities Exemption. The offer and sale of the Preferred Shares to Microsoft pursuant to this Agreement shall be exempt from the registration requirements of the 1933 Act, and the registration and/or qualification requirements of all other applicable state securities laws.
Securities Exemption. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Series C Shares to, or otherwise approach or communicate in respect of all or any part of such Series C Shares with, any person or persons so as to bring the sale of such Series C Shares by the Company within the registration provisions of the Securities Act. The Company shall seek and obtain all necessary permits and other authorizations or orders of exemption as may be necessary or appropriate under the Kentucky Securities Act and any other applicable state securities laws, with respect to the Company's offer and sale of the Series C Shares and the Conversion Shares
Securities Exemption. By execution of this Agreement, each shareholder of MegaSys shall have be deemed to have made the representations, warranties and agreements set forth in Exhibit B and, based upon such information, Iveda shall have reasonably concluded that the issuance of shares of Iveda Common Stock shall be exempt from registration under the Securities Act pursuant to Regulation S promulgated thereunder.
Securities Exemption. The issuance of Parent Common Stock in accordance with this Agreement shall be exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereunder and/or Rule 506 of Regulation D.
