Common use of No Solicitation; No Integration Clause in Contracts

No Solicitation; No Integration. Neither the Company nor any of its subsidiaries, nor any person acting on its or their behalf, (i) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Shares, (ii) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the Shares under the Securities Act or (iii) other than the transactions contemplated by the Purchase Agreement, dated as of March 24, 2011, between the Company and the Purchaser, and the Other Purchase Agreement (together, the “Prior Purchase Agreements”), has issued any securities which would be integrated with the sale of the Shares to the Purchaser for purposes of the Securities Act or of any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated, nor will the Company or any of its subsidiaries or affiliates take any action or steps that would require registration of any of the Shares under the Securities Act or cause the offering of the Shares to be integrated with other offerings (other than the transactions contemplated by the Prior Purchase Agreements). Assuming the accuracy of the representations and warranties of the Purchaser in Section 3 of this Agreement, the offer and sale of the Shares by the Company to the Purchaser pursuant to this Agreement will be exempt from the registration requirements of the Securities Act.

No Solicitation; No Integration. Neither the Company nor any of its subsidiaries, nor any person acting on its or their behalf, (i) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Shares, (ii) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the Shares under the Securities Act or (iii) other than the transactions contemplated by the Purchase Agreement, dated as of March 24, 20112011 (the “March 24 Purchase Agreement”), between the Company and the PurchaserCharney, and the Other Charney Purchase Agreement (together, the “Prior Other Purchase Agreements”), has issued any securities which would may be integrated with the sale of the Shares to the Purchaser for purposes of the Securities Act or of any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated, nor will the Company or any of its subsidiaries or affiliates take any action or steps that would require registration of any of the Shares under the Securities Act or cause the offering of the Shares to be integrated with other offerings (other than the transactions contemplated by the Prior Purchase Agreementsother Transactions). Assuming the accuracy of the representations and warranties of the Purchaser in Section 3 of this Agreement, the offer and sale of the Shares by the Company to the Purchaser pursuant to this Agreement will be exempt from the registration requirements of the Securities Act.

No Solicitation; No Integration. Neither the Company Corporation nor any of its subsidiariesSubsidiaries, nor any person Person acting on its or their behalf, (ia) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) Act in connection with the offer or sale of the SharesSenior Preferred Stock or the Warrants, (iib) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the Shares Senior Preferred Stock or the Warrants under the Securities Act Act, or (iiic) other than the transactions contemplated by the Purchase Agreement, dated as of March 24, 2011, between the Company and the Purchaser, and the Other Purchase Agreement (together, the “Prior Purchase Agreements”), has issued any securities which would be integrated with the sale of the Shares Senior Preferred Stock or the Warrants to the Purchaser Investors for purposes of the Securities Act or of any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designatedAct, nor will the Company Corporation or any of its subsidiaries or affiliates Subsidiaries take any action or steps that would require registration of any of the Shares Senior Preferred Stock or the Warrants under the Securities Act or cause the offering of the Shares Senior Preferred Stock or the Warrants to be integrated with other offerings (other than the transactions contemplated by the Prior Purchase Agreements)offerings. Assuming the accuracy of the representations and warranties of the Purchaser Investors in Section 3 of this Agreement4, the offer and sale of the Shares Senior Preferred Stock and the Warrants by the Company Corporation to the Purchaser Investors pursuant to this Agreement will be exempt from the registration requirements of the Securities Act.