Common use of Valid Offering Clause in Contracts

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities 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.

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities 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.

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Laurus contained in this Agreement, the offer, sale offer and issuance of the Securities 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.

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in this Agreement, the offer, sale and issuance of the Securities 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.

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Laurus contained in this Agreement, the offer, sale offer and issuance of the Securities 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.

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Laurus contained in this Agreement, the offer, sale and issuance of the Securities 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.

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities 1933 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. Neither the Company nor any of its affiliates, nor any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities.

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Lender contained in this Agreement, the offer, sale and issuance of the Securities Issued 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.

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities ActSECURITIES 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.

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Lenders contained in this Agreement, the offer, sale offer and issuance of the Securities 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.

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in this Agreement, the offer, sale and issuance of the Securities Notes 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.

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Investors contained in this Agreement, the offer, sale and issuance of the Securities 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.

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Trust contained in this Agreement, the offer, sale offer and issuance of the Securities Shares and Warrants to Trust 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.

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities 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 lawslaws except where a failure to comply with state “blue sky” laws would be reasonably expected not to have a Material Adverse Effect.

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Lender contained in this Agreement, the offer, sale and issuance of the Securities 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.

Valid Offering. Assuming the accuracy of the representations and -------------- warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities 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.

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities by the Company 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.

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities 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.

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement and in any Related Agreement, the offer, sale and issuance of the Securities 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.

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in this AgreementAgreement and Related Documents, the offer, sale and issuance of the Securities 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.

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in this Agreement, the offer, sale and issuance of the Securities 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.

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Lender contained in this Agreement, the offer, sale offer and issuance of the Securities 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.

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Laurus contained in this Agreement and the securities are issued as contemplated by this Agreement, the offer, sale offer and issuance of the Securities 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.

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Investors contained in this AgreementAgreement and any other documents or agreements executed in connection with the transactions contemplated hereunder, the offer, sale and issuance of the Securities will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "“Securities Act"”), by reason of Regulation S thereunder 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.

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in this AgreementAgreement and satisfaction by the Purchaser of all the conditions and requirements of Purchaser set forth herein, the offer, sale and issuance of the Securities 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.

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities will be exempt from the registration requirements of the Securities Act of 1933, as amended 1933 (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.

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement and in any Related Agreement, the offer, sale and issuance of the Securities 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.

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Lender contained in this Agreement, the offer, sale and issuance of the Securities Warrants and the Warrant 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.

Valid Offering. Assuming the accuracy of the representations -------------- and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities will be exempt from the prospectus and 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.

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in this Agreement, the offer, sale and issuance of the Securities 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.

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Federal Partners contained in this Agreement, the offer, sale and issuance of the Securities 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.

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities 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 or pre-empted from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws.

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in this Agreement, the offer, sale and issuance of the Securities Notes 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 equity interests laws.

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in this Agreement, the offer, sale Exchange Offer and issuance of the Securities 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.

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and and, if required, 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.

Valid Offering. Assuming the accuracy of the representations and ------------- warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities Note 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.

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities 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.

Valid Offering. Assuming the accuracy of the representations and -------------- warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities Securities, the Parent Warrant and the Parent Warrant 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.

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities Units 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.

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities Note 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.

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities Note and Warrant 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.

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities 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.

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Purchasers contained in this Agreement, the offer, sale and issuance of the Securities Notes and the Closing 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 equity interests laws.

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Investor contained in this Agreement, the offer, sale and issuance of the Securities Note 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.

Valid Offering. Assuming the accuracy of the representations --------------- and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities 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.

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Investors contained in this Agreement, the offer, sale and issuance of the Securities 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.

Valid Offering. Assuming the accuracy of the representations and warranties of the Purchaser Lender contained in this Agreement, the offer, sale and issuance of the Securities Warrant and the Warrant 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.

Valid Offering. Assuming the accuracy of the representations and --------------- warranties of the Purchaser Laurus contained in this Agreement, the offer, sale offer and issuance of the Securities 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.

Valid Offering. Assuming the accuracy of the representations -------------- and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities 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.

Valid Offering. Assuming the accuracy of the representations and warranties of the each Purchaser contained in this Agreement, the offer, sale and issuance of the Securities will be is 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.

Valid Offering. Assuming the accuracy of the representations and -------------- warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities Note 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.