Common use of Financing Transaction Clause in Contracts

Financing Transaction. Neither Orion nor any Person acting on its behalf has conducted any general solicitation or general advertising (as those terms are used in the Securities Act) in connection with the offer or sale of any of securities offered and sold in connection with the Financing Transaction. Neither Orion nor any of its Affiliates, nor any Person acting on its or their behalf, has directly or indirectly made any offers or sales of any securities of any Orion Party, or solicited any offers to buy any such securities, under circumstances that would adversely affect reliance by Orion on Section 4(2) for the exemption from registration for the Financing Transaction or would require registration of the securities offered and sold in connection with the Financing Transaction under the Securities Act. The offer and sale of the securities in connection with the Financing Transaction was exempt from the registration requirements of the Securities Act. The shares offered and sold in the Financing Transaction are duly and validly authorized and are validly issued, fully paid and nonassessable, except for restrictions on transfer previously disclosed to investors therein or imposed by Applicable Law.