Valid Private Placement. Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the sale and issuance of the Purchased Units to the Purchaser pursuant to this Agreement is exempt from the registration requirements of the Securities Act, and neither ETP nor, to the knowledge of ETP, any authorized agent acting on its behalf has taken or will take any action hereafter that would cause the loss of such exemptions.
Valid Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 4.2, no registration under the Securities Act is required for the offer and sale of the Securities by Generex to the Purchasers as contemplated by the Transaction Documents.
Valid Private Placement. The Company did not offer to sell the Closing Shares so as to require the registration pursuant to all applicable securities laws, including the federal securities laws of the United States, and the issuance of the Closing Shares is exempt from such registration requirements. This representation is based in part on the accuracy of the representations provided by Purchaser.
Valid Private Placement. Subject to the accuracy as to factual matters of each Subscriber’s representations in Section 5 of each Purchase Agreement, the Securities may be issued to the Subscribers pursuant to the transaction documents without registration under the Securities Act of 1933 or the securities laws of any state.
Valid Private Placement. The issuance of Parent Common Stock in connection with the Merger shall qualify as a valid exemption from the registration and prospectus delivery requirements of Section 5 of the Securities Act as a valid private placement under Rule 506 of Regulation D under the Securities Act.
Valid Private Placement. Assuming the accuracy of the representations and warranties of the Purchaser contained in Sections 4.05 and 4.06 of this Agreement, the offer, sale and issuance of the Purchased Units to the Purchaser pursuant to this Agreement is exempt from the registration requirements of the Securities Act, and neither SUN nor, to the knowledge of SUN, any authorized agent acting on its behalf has taken or will take any action hereafter that would cause the loss of such exemption.
Valid Private Placement. Assuming (i) the accuracy of the representations and warranties of the Partnership and each Purchaser contained in the Securities Purchase Agreement and (ii) the due performance by the Partnership and each of the Purchasers of the covenants and agreements set forth in the Securities Purchase Agreement, the offer, issuance and sale of the Restricted Units by the Partnership to the Purchasers pursuant to the Securities Purchase Agreement in the manner contemplated by the Securities Purchase Agreement do not require registration under the Securities Act.
Valid Private Placement. Assuming the accuracy of the representations and warranties of Alpha contained in this Agreement, the sale and issuance of the Alpha Shares to Alpha pursuant to this Agreement is exempt from the registration requirements of the Securities Act, and none of the Rice Parties nor, to the Knowledge of any Rice Party, any authorized agent acting on their behalf, has taken or will take any action after the date hereof that would cause the loss of such exemptions; and
Valid Private Placement. Assuming the accuracy of the representations and warranties of the Purchasers in Article 2 hereof, the offer and sale of the Securities to the Purchasers as contemplated hereby is exempt from the registration requirements of the 1933 Act.
Valid Private Placement. The offer, sale and issuance of 281,900 shares of the Company’s common stock to Caledonia Investments plc pursuant to the Caledonia Agreement, is exempt from the registration requirements of the Securities Act and the securities laws of the state of Texas.
