Common use of Covenants of the Agent Clause in Contracts

Covenants of the Agent. The Agent covenants that: (a) The Agent shall not make any statement or take any action in connection with the offering and sale of the Common Stock and its activities under and pursuant to this Agreement that is not consistent with the exemptions from registration provided by Section 4(2) of the Securities Act and Regulation D, including Rule 506, promulgated thereunder or that violates Section 10 of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. (b) The Agent shall not sell the Securities offered pursuant to this Memorandum to any investor who is not an Accredited Investor, as defined by Rule 501 of Regulation D and in Exhibit 1 to the Subscription Agreement. (c) The Agent shall, in connection with the sale of the Common Stock, provide information to the Issuer sufficient to enable the Issuer to establish and determine that all purchasers of the Securities are Accredited Investors. (d) The Agent shall not sell the Securities offered pursuant to the Memorandum by any means of public solicitation or general advertising, or in any manner that violates the conditions imposed by securities laws in connection with an offer and sale of securities pursuant to the exemptions from registration contained in Section 4(2) under the Securities Act and Regulation D, including Rules 501, 502 and 506, promulgated thereunder, or in any manner that violates Section 10 of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder.

Covenants of the Agent. The Agent covenants that: (a) The Agent shall not make any statement or take any action in connection with the offering and sale of the Common Stock Units and its activities under and pursuant to this Agreement that is not consistent with the exemptions from registration provided by Section 4(2) of the Securities Act and Regulation D, including Rule 506, promulgated thereunder or that violates Section 10 of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. (b) The Agent shall not sell offer the Securities offered pursuant to Units in this Memorandum Offering to any investor who is not an Accredited Investor, as defined by Rule 501 of Regulation D and in Exhibit 1 to under the Subscription AgreementSecurities Act. (c) The Agent shall, in connection with the sale of the Common StockUnits, provide information to the Issuer sufficient to enable the Issuer to establish and determine that all purchasers of the Securities Units are Accredited Investors. (d) The Agent shall not sell the Securities Units offered pursuant to the Memorandum by any means of public solicitation or general advertising, or in any manner that violates the conditions imposed by securities laws in connection with an offer and sale of securities pursuant to the exemptions from registration contained in Section 4(2) under the Securities Act and Regulation D, including Rules 501, 502 and 506, promulgated thereunder, or in any manner that violates Section 10 of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder.

Covenants of the Agent. The Agent covenants that: (a) The Agent shall not make any statement or take any action in connection with the offering and sale of the Common Stock and its activities under and pursuant to this Agreement that is not consistent with the exemptions from registration provided by Section 4(2) of the Securities Act and Regulation D, including Rule 506, promulgated thereunder or that violates Section 10 of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. (b) The Agent shall not sell offer the Securities offered pursuant to Common Stock in this Memorandum Offering to any investor who is not an Accredited Investor, as defined by Rule 501 of Regulation D and in Exhibit 1 to the Subscription Agreement. (c) The Agent shall, in connection with the sale of the Common Stock, provide information to the Issuer sufficient to enable the Issuer to establish and determine that all purchasers of the Securities are Accredited Investors. (d) The Agent shall not sell the Securities Common Stock offered pursuant to the Memorandum by any means of public solicitation or general advertising, or in any manner that violates the conditions imposed by securities laws in connection with an offer and sale of securities pursuant to the exemptions from registration contained in Section 4(2) under the Securities Act and Regulation D, including Rules 501, 502 and 506, promulgated thereunder, or in any manner that violates Section 10 of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder.