No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer.
Appears in 230 contracts
Sources: Securities Purchase Agreement (Propanc Biopharma, Inc.), Securities Purchase Agreement (Propanc Biopharma, Inc.), Securities Purchase Agreement (Propanc Biopharma, Inc.)
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security security, under circumstances that would adversely affect reliance by the Company on Section 4(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Securities under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 209 contracts
Sources: Securities Purchase Agreement (Success Entertainment Group International Inc.), Securities Purchase Agreement (Guided Therapeutics Inc), Securities Purchase Agreement (Guided Therapeutics Inc)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Convertible Debentures or the Conversion Shares under the 1933 Act or cause this offering of the issuance Convertible Debentures or the Conversion Shares to be integrated with prior offerings by the Company for purposes of the Securities to the Buyer1933 Act.
Appears in 110 contracts
Sources: Securities Purchase Agreement (Planetlink Communications Inc), Securities Purchase Agreement (Dynamic Leisure Corp), Securities Purchase Agreement (Cmark International Inc)
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Securities under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 21 contracts
Sources: Note Purchase Agreement (Renavotio, Inc.), Purchase Agreement (SharpSpring, Inc.), Securities Purchase Agreement (Delta Technology Holdings LTD)
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security security, under circumstances that would adversely affect reliance by the Company on Section 4(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 19 contracts
Sources: Purchase Agreement (Lustros Inc.), Common Stock Purchase Agreement (IZEA Holdings, Inc.), Purchase Agreement (Response Genetics Inc)
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security security, under circumstances that would be reasonably likely to adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Securities under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 10 contracts
Sources: Purchase Agreement (Genco Shipping & Trading LTD), Purchase Agreement (Genco Shipping & Trading LTD), Purchase Agreement (Genco Shipping & Trading LTD)
No Integrated Offering. Neither the Company, Company nor its subsidiaries nor any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Securities under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 10 contracts
Sources: Securities Purchase Agreement (Bionomics Limited/Fi), Securities Purchase Agreement (Solid Biosciences Inc.), Securities Purchase Agreement (X4 Pharmaceuticals, Inc)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer.the
Appears in 9 contracts
Sources: Securities Purchase Agreement (Growlife, Inc.), Securities Purchase Agreement (Forza Innovations Inc), Securities Purchase Agreement (Forza Innovations Inc)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Shares under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 8 contracts
Sources: Preferred Stock Investment Agreement (Telescan Inc), Preferred Stock Investment Agreement (Pease Oil & Gas Co /Co/), Preferred Stock Investment Agreement (Quarterdeck Corp)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in of any security or solicited any offers to buy any security under circumstances that would require registration under cause the offering of the Securities pursuant to this Agreement to be integrated with prior offerings by the Company for purposes of the 1933 Act Act, nor will the Company or any of its affiliates or subsidiaries take any action or steps that would cause the issuance offering of the Securities to the Buyerbe integrated with other offerings.
Appears in 8 contracts
Sources: Subscription Agreement (Mooney Aerospace Group LTD), Subscription Agreement (Advanced Aerodynamics & Structures Inc/), Subscription Agreement (Mooney Aerospace Group LTD)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of any of the Securities under the 1933 Act or cause this offering to be integrated with prior offerings by the Company for purposes of the issuance of the Securities to the Buyer1933 Act or any applicable stockholder approval provisions.
Appears in 8 contracts
Sources: Bridge Note Purchase Agreement (Cambex Corp), Bridge Note Purchase and Security Agreement (Tracker Corp of America), Securities Exchange Agreement (Cambex Corp)
No Integrated Offering. Neither the Company, nor any of its affiliatesAffiliates, nor to its knowledge any person Person acting on its or their behalf, has has, directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Securities Act of the issuance offer and sale of the Securities to the BuyerCommon Stock hereunder.
Appears in 8 contracts
Sources: Equity Financing Agreement (Pantera Petroleum Inc.), Equity Line Financing Agreement (Gadzoox Networks Inc), Equity Line Financing Agreement (Gadzoox Networks Inc)
No Integrated Offering. Neither the CompanyCompany nor any of the Subsidiaries, nor any Affiliates of its affiliates, nor the foregoing or any person Person acting on its or their behalfthe behalf of any of the foregoing, has shall, directly or indirectly made indirectly, make any offers or sales in of any security or solicited solicit any offers to buy purchase any security security, under any circumstances that would require registration of any of the Securities under the 1933 Act or require stockholder approval of the issuance of any of the Securities to the BuyerSecurities.
Appears in 8 contracts
Sources: Securities Purchase Agreement (Lightpath Technologies Inc), Securities Purchase Agreement (Lightpath Technologies Inc), Securities Purchase Agreement (Guerrilla RF, Inc.)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of any of the Securities under the 1933 Act or cause the offering of the issuance any of the Securities to be integrated with prior offerings by the BuyerCompany for purposes of the 1933 Act or any applicable shareholder approval provisions.
Appears in 7 contracts
Sources: Securities Purchase Agreement (Capita Research Group Inc), Securities Purchase Agreement (Capita Research Group Inc), Securities Purchase Agreement (Capita Research Group Inc)
No Integrated Offering. Neither the Company, Company nor its subsidiaries nor any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 6 contracts
Sources: Securities Purchase Agreement (Century Therapeutics, Inc.), Securities Purchase Agreement (Krystal Biotech, Inc.), Securities Purchase Agreement (Solid Biosciences Inc.)
No Integrated Offering. Neither the Company, nor any of its ------------------------ affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Convertible Debentures or the Conversion Shares under the 1933 Act or cause this offering of the issuance Convertible Debentures or the Conversion Shares to be integrated with prior offerings by the Company for purposes of the Securities to the Buyer1933 Act.
Appears in 6 contracts
Sources: Securities Purchase Agreement (Ns8 Corp), Securities Purchase Agreement (Falcon Natural Gas Corp), Securities Purchase Agreement (Intrepid Technology & Resource Inc)
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security security, under circumstances that would adversely affect reliance by the Company on Section 4(2) of the 1933 Act for the exemption from registration for the transactions contemplated hereby or would require registration of the Securities under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 6 contracts
Sources: Note Purchase Agreement (Opexa Therapeutics, Inc.), Securities Purchase Agreement (Ceelox Inc.), Securities Purchase Agreement (Emerald Dairy Inc)
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security security, under circumstances that would require registration under adversely affect reliance by the Company on Section 4(2) of the 1933 Act for the exemption from the registration requirements imposed under Section 5 of the issuance of 1933 Act for the Securities to transactions contemplated hereby or would require such registration the Buyer1933 Act.
Appears in 6 contracts
Sources: Securities Purchase Agreement (Novelos Therapeutics, Inc.), Purchase Agreement (Bakers Footwear Group Inc), Purchase Agreement (Antares Pharma Inc)
No Integrated Offering. Neither None of the Company, nor any other Group Member any of its affiliates, nor their respective Affiliates or any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of any of the Notes under the 1933 Act of the issuance of the Securities to the BuyerAct, whether through integration with prior offerings or otherwise.
Appears in 5 contracts
Sources: Waiver and Consent, Waiver and Consent (KKR & Co. L.P.), Convertible Note Purchase Agreement (China Cord Blood Corp)
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would adversely affect reliance by the Company on Section 4(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Securities under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 5 contracts
Sources: Purchase Agreement (Incara Pharmaceuticals Corp), Purchase Agreement (Visionics Corp), Debenture and Warrant Purchase Agreement (Antares Pharma Inc)
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 5 contracts
Sources: Purchase Agreement (OptimizeRx Corp), Purchase Agreement (Aehr Test Systems), Stock Purchase Agreement (China Commercial Credit Inc)
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security security, under circumstances that would adversely affect reliance by the Company on Regulation S for the exemption from registration for the transactions contemplated hereby or would require registration of the Note under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 5 contracts
Sources: Securities Offering Agreement (Arkanova Energy Corp.), Securities Offering Agreement (Arkanova Energy Corp.), Conversion and Loan Modification Agreement (Arkanova Energy Corp.)
No Integrated Offering. Neither the Company, Company nor any of its affiliates, Subsidiaries nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 5 contracts
Sources: Securities Purchase Agreement (Advaxis, Inc.), Securities Purchase Agreement (Advaxis, Inc.), Securities Purchase Agreement (Rafael Holdings, Inc.)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Securities under the 1933 Act or cause this offering of Securities to be integrated with prior offerings by the Company for purposes of the issuance of the Securities to the Buyer1933 Act or any applicable stockholder approval provisions.
Appears in 5 contracts
Sources: Convertible Note Purchase Agreement (American Millennium Corp Inc), Common Stock Purchase Agreement (Telecom Wireless Corp/Co), Common Stock Purchase Agreement (Telecom Wireless Corp/Co)
No Integrated Offering. Neither the Company, Company nor its subsidiaries nor any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Placement Securities under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Karyopharm Therapeutics Inc.), Securities Purchase Agreement (Ocular Therapeutix, Inc), Securities Purchase Agreement (Arvinas, Inc.)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in of any security or solicited any offers to buy any security under circumstances within the prior six months that would require registration under the 1933 Securities Act of the issuance of the Securities to the BuyerPurchasers.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Targeted Genetics Corp /Wa/), Securities Purchase Agreement (Advancis Pharmaceutical Corp), Securities Purchase Agreement (MiddleBrook Pharmaceuticals, Inc.)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Redeemable Debentures under the 1933 Act or cause this offering of the issuance Redeemable Debentures to be integrated with prior offerings by the Company for purposes of the Securities to the Buyer1933 Act.
Appears in 4 contracts
Sources: Securities Purchase Agreement (National Automation Services Inc), Securities Purchase Agreement (National Automation Services Inc), Securities Purchase Agreement (National Automation Services Inc)
No Integrated Offering. Neither None of the Company, nor its Subsidiaries, any of its their affiliates, nor and any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration under the 1933 Act of the issuance of any of the Securities to under the Buyer1933 Act, whether through integration with prior offerings or otherwise.
Appears in 4 contracts
Sources: Notes and Warrants Purchase Agreement (Chinacast Education Corp), Notes and Warrants Purchase Agreement (Chinacast Education Corp), Notes and Warrants Purchase Agreement (Fir Tree Inc.)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the BuyerBuyers.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Western Pacific Airlines Inc /De/), Securities Purchase Agreement (Cocensys Inc), Securities Purchase Agreement (Nuko Information Systems Inc /Ca/)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the BuyerLender.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Loop Media, Inc.), Securities Purchase Agreement (Loop Media, Inc.), Securities Purchase Agreement (Loop Media, Inc.)
No Integrated Offering. Neither None of the Company, nor its Subsidiaries, any of its their affiliates, nor or any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of any of the Shares under the 1933 Act or cause this offering of the issuance Shares to be integrated with prior offerings by the Company for purposes of the Securities to 1933 Act or any applicable stockholder approval provisions, including, without limitation, under the Buyerrules and regulations of the Principal Market.
Appears in 3 contracts
Sources: Common Stock Purchase Agreement (Corcept Therapeutics Inc), Common Stock Purchase Agreement (Corcept Therapeutics Inc), Common Stock Purchase Agreement (Corcept Therapeutics Inc)
No Integrated Offering. Neither the Company, Company nor any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Clearside Biomedical, Inc.), Securities Purchase Agreement (ASTROTECH Corp), Securities Purchase Agreement (ASTROTECH Corp)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Debentures or the Conversion Shares under the 1933 Act or cause this offering of Debentures or the Conversion Shares to be integrated with prior offerings by the Company for purposes of the issuance of the Securities to the Buyer1933 Act or any applicable stockholder approval provisions.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Spatialight Inc), Securities Purchase Agreement (Cityview Energy Corp LTD), Securities Purchase Agreement (Saf T Lok Inc)
No Integrated Offering. Neither the Company, Company nor its subsidiary nor any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Verve Therapeutics, Inc.), Securities Purchase Agreement (Syros Pharmaceuticals, Inc.), Securities Purchase Agreement
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Note or the Conversion Shares under the 1933 Act or cause this offering of the issuance Note or the Conversion Shares to be integrated with prior offerings by the Company for purposes of the Securities to the Buyer1933 Act.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Platina Energy Group Inc.), Securities Purchase Agreement (Platina Energy Group Inc.), Securities Purchase Agreement (Vortex Resources Corp.)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Units under the 1933 Act or cause this offering of the issuance Units to be integrated with prior offerings by the Company for purposes of the Securities to the Buyer1933 Act.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Man Shing Agricultural Holdings, Inc), Securities Purchase Agreement (Man Shing Agricultural Holdings, Inc), Securities Purchase Agreement (Man Shing Agricultural Holdings, Inc)
No Integrated Offering. Neither the Company, Company nor any of its affiliates, Subsidiaries nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security of the Company or solicited any offers to buy any security of the Company, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 3 contracts
Sources: Warrant Agreement (Centogene N.V.), Securities Purchase Agreement (Centogene N.V.), Securities Purchase Agreement (Merus N.V.)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Debentures under the 1933 Act or cause this offering of the issuance Debentures to be integrated with prior offerings by the Company for purposes of the Securities to the Buyer1933 Act.
Appears in 3 contracts
Sources: Securities Purchase Agreement (MobiVentures Inc.), Securities Purchase Agreement (Fox Petroleum Inc.), Securities Purchase Agreement (Environment Ecology Holding Co of China)
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security security, including, without limitation, the Convertible Notes, under circumstances that would adversely affect reliance by the Company on Section 4(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Securities under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 3 contracts
Sources: Purchase Agreement (Visualant Inc), Purchase Agreement (Visualant Inc), Purchase Agreement (Visualant Inc)
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security security, under circumstances that would adversely affect reliance by the Company on Regulation S for the exemption from registration for the transactions contemplated hereby or would require registration of the Notes under the 1933 Act of the issuance of the Securities to the Buyer.Act; and
Appears in 3 contracts
Sources: Securities Purchase Agreement (Blue Water Petroleum Corp.), Securities Offering Agreement (Arkanova Energy Corp), Securities Offering Agreement (Arkanova Energy Corp)
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security security, under circumstances that would adversely affect reliance by the Company on Section 4(2) for the exemption from registration for the transactions contemplated hereby or would require registration under the 1933 Act of the issuance offer and sale of the Securities Shares pursuant to the Buyerthis Agreement.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Bay Bancorp, Inc.), Securities Purchase Agreement (Bay Bancorp, Inc.), Securities Purchase Agreement (Crumbs Bake Shop, Inc.)
No Integrated Offering. Neither the Company, Company nor any of its affiliates, Subsidiaries nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Closing Securities under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Entasis Therapeutics Holdings Inc.), Securities Purchase Agreement (Innoviva, Inc.), Securities Purchase Agreement (Selecta Biosciences Inc)
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security security, under circumstances that would adversely affect reliance by the Company on Section 3(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Securities under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Velocity Express Corp), Stock Purchase Agreement (Velocity Express Corp), Stock Purchase Agreement (Velocity Express Corp)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Secured Debentures under the 1933 Act or cause this offering of the issuance Secured Debentures to be integrated with prior offerings by the Company for purposes of the Securities to the Buyer1933 Act.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Cmark International Inc), Securities Purchase Agreement (Cmark International Inc), Securities Purchase Agreement (Cmark International Inc)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of any of the Securities under the 1933 Act of the issuance or cause this offering of the Securities to be integrated with prior offerings by the BuyerCompany for purposes of the 1933 Act or any applicable stockholder approval provisions of any authority.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Applied Therapeutics Inc.), Securities Purchase Agreement (Stereotaxis, Inc.), Securities Purchase Agreement (Stereotaxis, Inc.)
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfthe behalf of any of the foregoing, has has, directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy purchase any security security, under circumstances that would require registration of any of the Shares under the 1933 Act or cause this offering of the issuance Shares to be integrated with prior offerings by the Company for purposes of the Securities to the Buyer1933 Act or any other regulatory or self-regulatory authority.
Appears in 3 contracts
Sources: Contribution Agreement (Elandia International Inc.), Stock Purchase Agreement (Pipeline Data Inc), Stock Purchase Agreement (Pipeline Data Inc)
No Integrated Offering. Neither the Company, nor any of its affiliatesSubsidiaries, nor any person Person acting on its or their behalfbehalf at their respective direction, has has, directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration under the 1933 Act of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or cause this offering of the Securities to require approval of stockholders of the BuyerCompany under any applicable stockholder approval provisions.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Viggle Inc.), Exchange Agreement (Viggle Inc.), Exchange Agreement (Viggle Inc.)
No Integrated Offering. Neither the Company, Company nor any of its affiliates, subsidiaries nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 3 contracts
Sources: Securities Purchase Agreement (MeiraGTx Holdings PLC), Securities Purchase Agreement (MeiraGTx Holdings PLC), Securities Purchase Agreement (Aclaris Therapeutics, Inc.)
No Integrated Offering. Neither the Company, nor any of its affiliatesSubsidiaries, nor any person of their respective Affiliates, nor any Person acting on its or their behalfbehalf of any of the foregoing shall, has directly or indirectly made indirectly, make any offers or sales in of any security or solicited solicit any offers offer to buy purchase any security security, under any circumstances that would require registration of any of the Securities under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Cumulus Investors LLC), Securities Purchase Agreement (Averion International Corp.)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Convertible Debenture or the Conversion Shares under the 1933 Act or cause this offering of the issuance Convertible Debenture or the Conversion Shares to be integrated with prior offerings by the Company for purposes of the Securities to the Buyer1933 Act.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Transax International LTD), Securities Purchase Agreement (Transax International LTD)
No Integrated Offering. Neither the Company, nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of any of the Securities under the 1933 Act of the issuance or cause this offering of the Securities to be integrated with prior offerings by the BuyerCompany for purposes of the 1933 Act or any applicable stockholder approval provisions of any authority.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Larimar Therapeutics, Inc.), Securities Purchase Agreement (Larimar Therapeutics, Inc.)
No Integrated Offering. Neither the Company, Company nor its Subsidiary nor any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security Company security, under circumstances that would require registration of the Shares under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Verve Therapeutics, Inc.), Stock Purchase Agreement (Verve Therapeutics, Inc.)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers offerers to buy any security under circumstances that would require registration of the Securities under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 2 contracts
Sources: Securities Purchase Agreement (American Biomed Inc), Securities Purchase Agreement (American Biomed Inc)
No Integrated Offering. Neither the Company, Company nor any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security Company security, under circumstances that would adversely affect reliance by the Company on Section 4(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Closing Securities under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Innovate Biopharmaceuticals, Inc.), Securities Purchase Agreement (Aileron Therapeutics Inc)
No Integrated Offering. Neither the Company, nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration under the 1933 Act of the issuance cause this offering of the Securities to be integrated with prior offerings by the BuyerCompany for purposes of the 1933 Act or any applicable stockholder approval provisions of any authority.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Guerrilla RF, Inc.), Securities Purchase Agreement (LENSAR, Inc.)
No Integrated Offering. Neither Prior to the date hereof, neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities security, other than pursuant to the Buyer.this Agreement,
Appears in 2 contracts
Sources: Common Stock Investment Agreement (Penederm Inc), Common Stock Investment Agreement (Penederm Inc)
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security security, under circumstances that would adversely affect reliance by the Company on Section 4(2) for the exemption from registration for the transactions contemplated hereby or would require registration under the 1933 Act of the issuance offer or sale of the Securities to the BuyerInvestors under the 1933 Act.
Appears in 2 contracts
Sources: Purchase Agreement (Power Solutions International, Inc.), Purchase Agreement (Power Solutions International, Inc.)
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Exchange Warrants or the Securities under the 1933 Act Act; or would require the integration of this offering with any other offering of securities for purposes of determining the need to obtain stockholder approval of the issuance transactions contemplated hereby under the rules of the Securities to the BuyerNASDAQ National Market.
Appears in 2 contracts
Sources: Amendment, Redemption and Exchange Agreement (Genome Therapeutics Corp), Amendment, Redemption and Exchange Agreement (Genome Therapeutics Corp)
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) of the 1933 Act for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Spire Global, Inc.), Purchase Agreement (Response Genetics Inc)
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security security, under circumstances that would cause this offering of the Units to be integrated with prior offerings by the Company within the last six months for purposes of the 1933 Act which would require registration of the Securities under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Golden Phoenix Minerals Inc), Share and Warrant Purchase Agreement (Golden Phoenix Minerals Inc /Mn/)
No Integrated Offering. Neither the Company, nor any of its affiliatesSubsidiaries, nor any person of their respective Affiliates, nor any Person acting on its or their behalfbehalf of any of the foregoing shall, has directly or indirectly made indirectly, make any offers or sales in of any security or solicited solicit any offers offer to buy purchase any security security, under any circumstances that would require registration of any of the Shares under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Pipeline Data Inc), Stock Purchase Agreement (Pipeline Data Inc)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Convertible Debentures, the Conversion Shares, the Warrants, or the Warrant Shares under the 1933 Act or cause this offering of the issuance Convertible Debentures, the Conversion Shares, the Warrants, or the Warrant Shares to be integrated with prior offerings by the Company for purposes of the Securities to the Buyer1933 Act.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Jagnotes Com), Securities Purchase Agreement (Majestic Companies LTD)
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfthe behalf of any of the foregoing, has has, directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy purchase any security security, under circumstances that would require registration of any of the Securities under the 1933 Act of the issuance or cause this offering of the Securities to be integrated with prior offerings by the BuyerCompany for purposes of the 1933 Act or any other regulatory or self-regulatory authority.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Cumulus Investors LLC), Securities Purchase Agreement (Averion International Corp.)
No Integrated Offering. Neither the Company, nor any of its affiliatesSubsidiaries or Foreign Subsidiaries, nor any person of their respective Affiliates, nor any Person acting on its or their behalfbehalf of any of the foregoing shall, has directly or indirectly made indirectly, make any offers or sales in of any security or solicited solicit any offers offer to buy purchase any security security, under any circumstances that would require registration of any of the Securities under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Averion International Corp.), Securities Purchase Agreement (Cumulus Investors LLC)
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would adversely affect reliance by the Company on Section 4(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Securities under the 1933 Act of the issuance of the Securities to the Buyer▇▇▇.
Appears in 2 contracts
Sources: Purchase Agreement (Interleukin Genetics Inc), Purchase Agreement (Interleukin Genetics Inc)
No Integrated Offering. Neither None of the Company, nor its Subsidiaries or any of their Affiliates or, to its affiliatesknowledge, nor any person Person acting on its or their behalf, has has, directly or indirectly indirectly, made any offers offer or sales in sale of any security or solicited any offers to buy any security security, under circumstances that would require registration under the 1933 Act of the issuance of any of the Securities to Common Shares under the Buyer1933 Act, whether through integration with prior offerings or otherwise.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Professional Diversity Network, Inc.), Stock Purchase Agreement (Professional Diversity Network, Inc.)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Conversion Shares under the 1933 Act or cause this offering of the issuance Conversion Shares to be integrated with prior offerings by the Company for purposes of the Securities to the Buyer1933 Act.
Appears in 2 contracts
Sources: Debenture Conversion Agreement (Sefe, Inc.), Royalty Conversion Agreement (Arrayit Diagnostics, Inc.)
No Integrated Offering. Neither the Company, Company nor any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security security, under circumstances that would adversely affect reliance by the Company on Section 4(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Securities under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 1 contract
No Integrated Offering. Neither the Company, Company nor any Affiliates of its affiliates, nor the Company or any person Person acting on its or their behalfthe behalf of any of the foregoing, has has, directly or indirectly made indirectly, made, or will, directly or indirectly, make, any offers or sales in of any security or solicited solicited, or will solicit, any offers to buy purchase any security security, under circumstances that would require registration of any of the Purchased Units under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 1 contract
Sources: Securities Purchase and Exchange Agreement (Starboard Resources, Inc.)
No Integrated Offering. Neither the Company, Company nor any of its affiliates---------------------- Affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Securities under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 1 contract
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security security, under circumstances that would require registration under adversely affect reliance by the Company on Section 4(2) of the 1933 Act for the exemption from registration for the transactions contemplated hereby or would require registration of the issuance offer and sale of the Securities to the BuyerInvestors hereby under the 1933 Act.
Appears in 1 contract
No Integrated Offering. Neither the Company, nor any of its affiliatesSubsidiaries, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security under circumstances that would require the registration of the Shares under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 1 contract
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would adversely affect reliance by the Company on Section 4(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Company Securities under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 1 contract
Sources: Debenture and Warrant Purchase Agreement (Incara Inc)
No Integrated Offering. Neither the Company, nor nor, to the Knowledge of the Company, any of its affiliates, nor affiliates or any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of any of the Securities under the 1933 Act of the issuance or cause this offering of the Securities to be integrated with prior offerings by the BuyerCompany for purposes of the 1933 Act.
Appears in 1 contract
Sources: Securities Purchase Agreement (Frequency Therapeutics, Inc.)
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security security, under circumstances that would require registration adversely affect reliance by the Company on Section 4(2) and Regulation D under the 1933 Act of for the issuance exemption from registration for the transactions contemplated hereby or would require registration of the Securities to under the Buyer1933 Act.
Appears in 1 contract
No Integrated Offering. Neither the Company, Company nor any of its affiliates, Subsidiaries nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) and Regulation D for the exemption from registration for the transactions contemplated hereby or would require registration of the Purchased ADSs under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 1 contract
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security security, under circumstances that would adversely affect reliance by the Company on Section 4(2) of the 1933 Act for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 1 contract
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Units or underlying securities under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 1 contract
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Debenture or shares of Common Stock underlying the Debentures under the 1933 Act or cause this offering of the issuance Debentures to be integrated with prior offerings by the Company for purposes of the Securities to the Buyer1933 Act.
Appears in 1 contract
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of any of the Securities under the 1933 Act or cause the offering of the issuance any of the Securities to be integrated with prior offerings by the BuyerCompany for purposes of the 1933 Act or any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of NASDAQ.
Appears in 1 contract
Sources: Securities Purchase Agreement (International Microcomputer Software Inc /Ca/)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in of any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the any Buyer.
Appears in 1 contract
Sources: Securities Purchase Agreement (Universal Energy Corp.)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person Person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the BuyerInvestor.
Appears in 1 contract
Sources: Securities Exchange Agreement (FiscalNote Holdings, Inc.)
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration under adversely affect reliance by the Company on Section 4(2) of the 1933 Act of for the issuance exemption from registration for the transactions contemplated hereby or would require registration of the Securities to under the Buyer▇▇▇▇ ▇▇▇.
Appears in 1 contract
Sources: Purchase Agreement (Nexmed Inc)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person Person acting on its or their behalf, has has, directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Notes to the Buyers under the 1933 Act or cause this offering of the issuance Notes to be integrated with prior offerings by the Company for purposes of the Securities to the Buyer1933 Act.
Appears in 1 contract
Sources: Securities Purchase Agreement (Antigenics Inc /De/)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Shares under the 1933 Securities Act of 1933, as amended (the issuance of the Securities to the Buyer"1933 ACT").
Appears in 1 contract
No Integrated Offering. Neither the Company, nor any of its affiliatesSubsidiaries, nor any person of their respective Affiliates, nor any Person acting on its or their behalfbehalf of any of the foregoing shall, has directly or indirectly made indirectly, make any offers or sales in of any security or solicited solicit any offers offer to buy purchase any security security, under any circumstances that would require registration under cause this offering of Shares to be integrated with prior offerings by the Company for purposes of the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 1 contract
Sources: Contribution Agreement (Elandia International Inc.)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Debentures, the Conversion Shares, the Warrants, or the Warrant Shares under the 1933 Act or cause this offering of Debentures or the Conversion Shares to be integrated with prior offerings by the Company for purposes of the issuance of the Securities to the Buyer1933 Act or any applicable stockholder approval provisions.
Appears in 1 contract
Sources: Securities Purchase Agreement (Finet Holdings Corp)
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would adversely affect reliance by the Company on Section 4(2) of the 1933 Act for the exemption from registration for the transactions contemplated hereby or would require registration of the Securities under the 1933 Act of the issuance of the Securities to the Buyer▇▇▇.
Appears in 1 contract
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Securities under the 1933 Act of the issuance or cause this offering of the Securities to be integrated with prior offerings by the BuyerCompany for purposes of the 1933 Act.
Appears in 1 contract
Sources: Securities Purchase Agreement (Flewber Global Inc.)
No Integrated Offering. Neither None of the Company, nor its Subsidiaries, any of its their affiliates, nor and any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of any of the Securities under the 1933 Act of the issuance or cause this offering of the Securities to be integrated with prior offerings by the BuyerCompany such that registration of any Securities would be required under the 1933 Act.
Appears in 1 contract
No Integrated Offering. Neither the CompanyMaker, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of this note or the Securities Conversion Stock to the BuyerHolder.
Appears in 1 contract
Sources: Senior Secured Property Note (Avalanche International, Corp.)
No Integrated Offering. Neither the CompanyFinancing, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Preferred Shares under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 1 contract
Sources: Preferred Stock Investment Agreement (Actv Inc /De/)
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security security, under circumstances that would adversely affect reliance by the Company on Regulation S for the exemption from registration for the transactions contemplated hereby or would require registration of the Notes under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 1 contract
Sources: Securities Offering Agreement (Arkanova Energy Corp)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration under the 1933 Act of the issuance cause this offering of the Securities to be integrated with prior offerings by the BuyerCompany for purposes of the 1933 Act or any applicable stockholder approval provisions of any authority.
Appears in 1 contract
Sources: Securities Purchase Agreement (Lightpath Technologies Inc)
No Integrated Offering. Neither the Company, Company nor any of its affiliates, Subsidiaries nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Closing Securities under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 1 contract
Sources: Securities Purchase Agreement (Selecta Biosciences Inc)
No Integrated Offering. Neither the Company, Company nor any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security security, under circumstances that would adversely affect reliance by the Company on Section 4(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Securities under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 1 contract
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in of any security or solicited any offers to buy any security under circumstances within the prior six months that would require registration under the 1933 Securities Act of the issuance of the Securities Shares to the BuyerPurchasers.
Appears in 1 contract
Sources: Stock Purchase Agreement (Onyx Pharmaceuticals Inc)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Note under the 1933 Securities Act of 1933, as amended (the issuance “Securities Act”), or cause this offering of the Note to be integrated with prior offerings by the Company for purposes of the Securities to the BuyerAct.
Appears in 1 contract
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfthe behalf of any of the foregoing, has has, directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy purchase any security security, under circumstances that would require registration of any of the Securities under the 1933 Act of the issuance or cause this offering of the Securities to be integrated with prior offerings by the Buyer.Company for purposes of the 1933 Act or any other regulatory or self-regulatory authority. n.
Appears in 1 contract
No Integrated Offering. Neither the Company, Company nor its subsidiaries nor any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) and Regulation D for the exemption from registration for the transactions contemplated hereby or would require registration of the Securities or Private Placement Shares under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 1 contract