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Common use of Valid Offering Clause in Contracts

Valid Offering. Assuming the accuracy of the representations and warranties of Lender contained in this Agreement, the offer, sale and issuance of the Issued Shares will be exempt from the registration requirements of 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.

Appears in 6 contracts

Samples: Loan and Security Agreement (Emagin Corp), Loan and Security Agreement (Emagin Corp), Loan and Security Agreement (Emagin Corp)

Valid Offering. Assuming the accuracy of the representations and warranties of Lender the Purchaser contained in this Agreement, the offer, sale and issuance of the Issued Shares will be exempt from the registration requirements of 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.

Appears in 1 contract

Samples: Exclusive Distribution Agreement (Freebutton, Inc.)

Valid Offering. Assuming the accuracy of the representations and warranties of Lender each Purchaser contained in this Agreement, the offer, sale and issuance of the Issued Shares will be Securities is exempt from the registration requirements of the Securities Act, 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.

Appears in 1 contract

Samples: Securities Purchase Agreement (A21 Inc)

Valid Offering. Assuming the accuracy of the representations and warranties of Lender the Purchasers contained in this Agreement, the offer, sale and issuance of the Issued Shares Securities will be exempt from the registration requirements of the Securities Act, 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.

Appears in 1 contract

Samples: Securities Purchase Agreement (Healthcare Corp of America)

Valid Offering. Assuming the accuracy of the representations and warranties of Lender contained in this Agreement, the offer, sale and issuance of the Issued Warrants and the Warrant Shares will be exempt from the registration requirements of 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.

Appears in 1 contract

Samples: Warrant Issuance Agreement (Emagin Corp)

Valid Offering. Assuming the accuracy of the representations and warranties of Lender the Purchaser contained in this Agreement, the offer, sale and issuance of the Issued Shares Securities will be exempt from the registration requirements of 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.

Appears in 1 contract

Samples: Securities Purchase Agreement (Accentia Biopharmaceuticals Inc)

Valid Offering. Assuming the accuracy of the representations and warranties of Lender contained in this Agreement, the offer, sale and issuance of the Issued Warrant and the Warrant Shares will be exempt from the registration requirements of 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.

Appears in 1 contract

Samples: Warrant Issuance Agreement (Emagin Corp)

Valid Offering. Assuming the accuracy of the representations and warranties of Lender contained in this Agreement, the offer, sale and issuance of the Issued Additional Shares and the 2008 Shares will be exempt from the registration requirements of 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.

Appears in 1 contract

Samples: Securities Issuance Agreement (Emagin Corp)