Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market.
Appears in 265 contracts
Samples: Preferred Stock Purchase Agreement (Cord Blood America, Inc.), Securities Purchase Agreement (Issuer Direct Corp), Preferred Stock and Warrant Purchase Agreement (Access Pharmaceuticals Inc)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities to the Purchasers in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market.
Appears in 119 contracts
Samples: Securities Purchase Agreement (ADiTx Therapeutics, Inc.), Securities Purchase Agreement (ADiTx Therapeutics, Inc.), Securities Purchase Agreement (Fuel Performance Solutions, Inc.)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketSecurities.
Appears in 65 contracts
Samples: Securities Purchase Agreement (Flewber Global Inc.), Securities Purchase Agreement (Flewber Global Inc.), Securities Purchase Agreement (Flewber Global Inc.)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketMarket such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.
Appears in 39 contracts
Samples: Securities Purchase Agreement (Aethlon Medical Inc), Securities Purchase Agreement (Aethlon Medical Inc), Securities Purchase Agreement (SOS LTD)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale or resale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketSecurities.
Appears in 33 contracts
Samples: Securities Purchase Agreement (PishPosh, Inc.), Securities Purchase Agreement (CarbonMeta Technologies, Inc.), Securities Purchase Agreement (Unique Logistics International Inc)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketPurchaser.
Appears in 26 contracts
Samples: Securities Purchase Agreement (Zurvita Holdings, Inc.), Securities Purchase Agreement (Infusion Brands International, Inc.), Securities Purchase Agreement (Cyberdefender Corp)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers Purchaser or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market.
Appears in 25 contracts
Samples: Securities Purchase Agreement (Global Axcess Corp), Subscription Agreement (Neutron Enterprises Inc), Subscription Agreement (Neutron Enterprises Inc)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities to the Purchasers in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketPurchasers.
Appears in 23 contracts
Samples: Securities Purchase Agreement (MGT Capital Investments, Inc.), Securities Purchase Agreement (MGT Capital Investments, Inc.), Secured Convertible Note Purchase Agreement (H-Cyte, Inc.)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities to the Purchaser in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketPurchaser.
Appears in 23 contracts
Samples: Common Stock Purchase Agreement (Odyssey Group International, Inc.), Securities Purchase Agreement (FWHC Holdings, LLC), Securities Purchase Agreement (Biotricity Inc.)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketPurchasers.
Appears in 22 contracts
Samples: Securities Purchase Agreement (CannLabs, Inc.), Note Purchase Agreement (CannLabs, Inc.), Note Purchase Agreement (CannLabs, Inc.)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers Investors, or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketMarket in a manner that would require stockholder approval of the sale of the securities to the Investors.
Appears in 17 contracts
Samples: Securities Purchase Agreement (InsPro Technologies Corp), Securities Purchase Agreement (InsPro Technologies Corp), Securities Purchase Agreement (InsPro Technologies Corp)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities Shares in a manner that would require the registration under the Securities Act of the sale of the Securities Shares to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketPurchasers.
Appears in 17 contracts
Samples: Securities Purchase Agreement (BioSig Technologies, Inc.), Securities Purchase Agreement (BioSig Technologies, Inc.), Stock Purchase Agreement (Nexgel, Inc.)
Integration. The Company shall not sell, offer for sale sale, or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities to the Investors in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketInvestors.
Appears in 16 contracts
Samples: Securities Purchase Agreement (Bruush Oral Care Inc.), Securities Purchase Agreement (Bruush Oral Care Inc.), Securities Purchase Agreement (Vitro Biopharma, Inc.)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market.Purchasers; and
Appears in 11 contracts
Samples: Subscription Agreement (PARETEUM Corp), Subscription Agreement (Riot Blockchain, Inc.), Subscription Agreement (Pegasi Energy Resources Corporation.)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities Shares and Warrants in a manner that would require the registration under the Securities Act of the sale of the Securities Shares and Warrants to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketPurchasers.
Appears in 10 contracts
Samples: Securities Purchase Agreement (chatAND, Inc.), Securities Purchase Agreement (chatAND, Inc.), Securities Purchase Agreement (chatAND, Inc.)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of any of the Transaction Securities in a manner that would require the registration under the Securities Act of the sale of the Investor Securities to the Purchasers or that would be integrated with the offer or sale of the Investor Securities for purposes of the rules and regulations of any Trading Market.
Appears in 9 contracts
Samples: Securities Purchase Agreement (China World Trade Corp), Securities Purchase Agreement (Grant Ventures Inc), Securities Purchase Agreement (Nur Macroprinters LTD)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities Shares in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketShares.
Appears in 7 contracts
Samples: Securities Purchase Agreement (Gaming Technologies, Inc.), Securities Purchase Agreement (Gaming Technologies, Inc.), Form of Securities Purchase Agreement (Gaming Technologies, Inc.)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities Shares in a manner that would require the registration under the Securities Act of the sale of the Securities Shares or the issuance of the Warrants or the Warrant Shares to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketPurchasers.
Appears in 7 contracts
Samples: Common Stock Purchase Agreement (Rockwell Medical Technologies Inc), Securities Purchase Agreement (Vincera, Inc.), Common Stock Purchase Agreement (Curis Inc)
Integration. The Company shall not sell, offer for sale or sale, solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities Shares to the Purchaser in a manner that would require the registration under the Securities Act of the sale of the Securities Shares to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketPurchaser.
Appears in 7 contracts
Samples: Share Purchase Agreement (LDK Solar Co., Ltd.), Share Purchase Agreement (LDK Solar Co., Ltd.), Share Purchase Agreement (LDK Solar Co., Ltd.)
Integration. The Company shall not sell, offer for sale sale, or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketSecurities.
Appears in 6 contracts
Samples: Convertible Note Purchase Agreement (Data443 Risk Mitigation, Inc.), Convertible Note Purchase Agreement (Data443 Risk Mitigation, Inc.), Convertible Note Purchase Agreement (Data443 Risk Mitigation, Inc.)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities any or all of such securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketPurchaser.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Team Communication Group Inc), Securities Purchase Agreement (Team Communication Group Inc), Bridge Note and Warrant Purchase Agreement (Adam Com Inc /De/)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers Purchasers, or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market.
Appears in 6 contracts
Samples: Escrow Agreement (Valde Connections Inc), Securities Purchase Agreement (Daugherty Resources Inc), Securities Purchase Agreement (Daugherty Resources Inc)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities to the Investors in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketInvestors.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Paid Inc), Securities Purchase Agreement (Vocodia Holdings Corp), Securities Purchase Agreement (Vocodia Holdings Corp)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities Shares in a manner that would require the registration under the Securities Act of the sale of the Securities Shares to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketPurchaser.
Appears in 5 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement (Softech Inc), Securities Purchase Agreement (Softech Inc)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers hereunder or that would be integrated with the offer or sale of the Securities hereunder for purposes of the rules and regulations of any Trading MarketMarket such that it would require shareholder approval of the sale of the Securities hereunder.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Digihost Technology Inc.), Securities Purchase Agreement (Digihost Technology Inc.), Securities Purchase Agreement (Digihost Technology Inc.)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale require approval of the Securities for purposes Company’s shareholders of such other transaction unless such shareholder approval is obtained before the rules and regulations closing of any Trading Marketsuch subsequent transaction.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Quad M Solutions, Inc.), Exchange Agreement (Quad M Solutions, Inc.), Exchange Agreement (Resonate Blends, Inc.)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers Purchaser or, if then listed or quoted on a Trading Market, that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Rapid Link Inc), Securities Purchase Agreement (Maverick Oil & Gas, Inc.), Securities Purchase Agreement (Rapid Link Inc)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration Shares under the Securities Act of the sale of the Securities to the Purchasers applicable Law or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Markettrading market.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Quaint Oak Bancorp Inc), Stock Purchase Agreement (Quaint Oak Bancorp Inc), Stock Purchase Agreement (Quaint Oak Bancorp Inc)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities Debentures or the Debenture Shares in a manner that would require the registration under the Securities Act of the sale of the Securities Debentures or the Debenture Shares to any Purchaser or cause the Purchasers or that would offering of such securities to be integrated with any other offering of securities by the offer or sale of Company for the Securities for purposes of the rules and regulations purpose of any Trading Marketstockholder approval provision applicable to the Company or its securities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Endocare Inc), Securities Purchase Agreement (Alliance Pharmaceutical Corp), Securities Purchase Agreement (Endocare Inc)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers Purchaser or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Marketthe NASDAQ National Market or the Toronto Stock Exchange.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Forbes Medi Tech Inc), Securities Purchase Agreement (Forbes Medi Tech Inc), Securities Purchase Agreement (Forbes Medi Tech Inc)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers Investors or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Crdentia Corp), Securities Purchase Agreement (BTHC VI Inc), Securities Purchase Agreement (FatBoy Capital, L.P.)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities Units in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers Offering or, if then listed or quoted on a trading market, that would be integrated with the offer or sale of the Securities Offering for purposes of the rules and regulations of any Trading Markettrading market.
Appears in 4 contracts
Samples: Subscription Agreement (New Frontier Energy Inc), Form of Subscription Agreement (China Evergreen Environmental CORP), Subscription Agreement (Astrata Group Inc)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities Purchased Shares in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market.Purchased Shares..
Appears in 3 contracts
Samples: Subscription Agreement (Toro Corp.), Subscription Agreement (Toro Corp.), Subscription Agreement (Pani Corp.)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of the OTC Bulletin Board or any Trading Market.
Appears in 3 contracts
Samples: Preferred Stock and Warrant Purchase Agreement (Somanta Pharmaceuticals Inc.), Preferred Stock and Warrant Purchase Agreement (Somanta Pharmaceuticals Inc.), Preferred Stock and Warrant Purchase Agreement (TRUEYOU.COM)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that that, to the Company’s knowledge, would be integrated with the offer or sale of the Securities in a manner that would require the registration under Section 5 of the Securities Act of the sale of the Securities to the Purchasers or that that, to the Company’s knowledge, would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Cardima Inc), Securities Purchase Agreement (Cardima Inc), Securities Purchase Agreement (Cardima Inc)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities or Underlying Securities to the Investors in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketInvestors.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Digital Brands Group, Inc.), Securities Purchase Agreement (Digital Brands Group, Inc.), Securities Purchase Agreement (Digital Brands Group, Inc.)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities Shares to the Purchasers in a manner that would require the registration under the Securities Act of the sale of the Securities Shares to the Purchasers or that would be integrated with the offer or sale of the Securities Shares for purposes of the rules and regulations of any Trading Market.
Appears in 3 contracts
Samples: Securities Purchase Agreement (usell.com, Inc.), Stock Purchase Agreement (Aspen Group, Inc.), Securities Purchase Agreement (GS Valet, Inc.)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities to the Purchaser in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers Purchaser or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market.
Appears in 3 contracts
Samples: Securities Purchase Agreement (China Health Resource, Inc.), Securities Purchase Agreement (International Stem Cell CORP), Securities Purchase Agreement (Enable Holdings, Inc.)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities such that it would require stockholder approval for purposes of the rules and regulations of any Trading MarketMarket or otherwise unless stockholder approval is obtained before the closing of such subsequent transaction.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Palatin Technologies Inc), Securities Purchase Agreement (Palatin Technologies Inc), Securities Purchase Agreement (Palatin Technologies Inc)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketInvestors.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Pharmafrontiers Corp), Securities Purchase Agreement (Pharmafrontiers Corp), Securities Purchase Agreement (Pharmafrontiers Corp)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes in violation of the rules and regulations of any Trading Market.
Appears in 3 contracts
Samples: Common Stock and Warrant Purchase Agreement, Common Stock and Warrant Purchase Agreement (Antares Pharma Inc), Common Stock and Warrant Purchase Agreement (Antares Pharma Inc)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities Preferred Stock or the Conversion Shares in a manner that would require the registration under the Securities Act of the sale to any Purchaser of the Securities Preferred Stock or the Conversion Shares or cause the offering of such securities to the Purchasers or that would be integrated with any other offering of securities by the offer or sale of Company for the Securities for purposes of the rules and regulations purpose of any Trading Marketstockholder approval provision applicable to the Company or its securities.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Marex Com Inc), Securities Purchase Agreement (Genmar Holdings Inc), Securities Purchase Agreement (Marshall Financial Group Inc)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities Series B Preferred Stock in a manner that would require the registration under the Securities Act of the sale conversion and exchange of the Securities to the Purchasers or that would be integrated with the offer or sale Indebtedness for shares of the Securities for purposes of the rules and regulations of any Trading MarketSeries B Preferred Stock.
Appears in 3 contracts
Samples: Exchange Agreement (Phoenix Venture Fund LLC), Exchange Agreement (Phoenix Venture Fund LLC), Exchange Agreement (Communication Intelligence Corp)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities Series B Preferred Stock in a manner that would require the registration under the Securities Act of the sale of the Securities Series B Preferred Stock to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketPurchasers.
Appears in 3 contracts
Samples: Series B Preferred Stock Purchase Agreement (Phoenix Venture Fund LLC), Series B Preferred Stock Purchase Agreement (Phoenix Venture Fund LLC), Series B Preferred Stock Purchase Agreement (Communication Intelligence Corp)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities Purchased Shares and the Warrants in a manner that would require the registration under the Securities Act of the sale of the Securities Purchased Shares and the Warrants to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketPurchasers.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Phoenix Venture Fund LLC), Securities Purchase Agreement (Phoenix Venture Fund LLC), Securities Purchase Agreement (Communication Intelligence Corp)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities to the Investor in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketInvestor.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Vocodia Holdings Corp), Securities Purchase Agreement (Mobiquity Technologies, Inc.), Securities Purchase Agreement (NF Energy Saving Corp)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities Shares or Warrants in a manner that would require the registration under the Securities Act of the sale of the Securities Shares or the issuance of the Warrants or any Warrant Shares to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketPurchasers.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Particle Drilling Technologies Inc/Nv), Securities Purchase Agreement (First Avenue Networks Inc), Securities Purchase Agreement (Skyterra Communications Inc)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities Shares in a manner that would require the registration under the Securities Act of the sale of the Securities to Shares or the Purchasers or that would be integrated with the offer or sale issuance of the Securities for purposes of the rules and regulations of any Trading MarketWarrants pursuant hereto.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Uni-Pixel), Securities Purchase Agreement (Uni-Pixel), Securities Purchase Agreement (Tudor Investment Corp Et Al)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require cause the transactions contemplated hereby to violate the registration requirements under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any the applicable Trading Market.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Bionovo Inc), Securities Purchase Agreement (Oilsands Quest Inc)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities Debentures and Warrants in a manner that would require the registration under the Securities Act of the sale of the Securities Debentures and Warrants to the Purchasers or that would be integrated with the offer or sale of the Securities Debentures and Warrants for purposes of the rules and regulations of any Trading Market.
Appears in 2 contracts
Samples: Registration Rights Agreement (Composite Technology Corp), Registration Rights Agreement (Composite Technology Corp)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities Shares in a manner that would require the registration under the Securities Act of the sale of the Securities Shares to the Purchasers or Purchasers. The Company shall conduct its business in a manner so that would be integrated with it will not become subject to registration under the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketInvestment Company Act.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Osteologix, Inc.), Securities Purchase Agreement (Osteologix, Inc.)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities and Exchange Securities in a manner that would require the registration under the Securities Act of the sale of the Securities or Exchange Securities to the Purchasers or that would be integrated with the offer or sale of the Securities or Exchange Securities for purposes of the rules and regulations of any Trading Market.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Ustelematics Inc), Securities Purchase Agreement (Ustelematics Inc)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale Exchange of the Exchanging Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketNew Primary Securities.
Appears in 2 contracts
Samples: Exchange Agreement (Faraday Future Intelligent Electric Inc.), Exchange Agreement (Faraday Future Intelligent Electric Inc.)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities Debentures and Additional Investment Rights in a manner that would require the registration under the Securities Act of the sale of the Securities Debentures and Additional Investment Rights to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketPurchasers.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Able Energy Inc), Securities Purchase Agreement (Able Energy Inc)
Integration. The Company shall not sell, offer for sale or solicit offers to buy purchase or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale issuance of the Securities Exchange Shares in a manner that would require the registration under registration, pursuant to the Securities Act Act, of the sale issuance of any or all of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketExchange Shares.
Appears in 2 contracts
Samples: NowNews Digital Media Technology Co. Ltd., Now News Digital Media Technology Co Ltd.
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities Shares in a manner that would require the registration under the Securities Act of the sale of the Securities Shares to the Purchasers or that would be integrated with the offer or sale of the Securities Shares for purposes of the rules and regulations of any Trading Market.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Crdentia Corp), Common Stock Purchase Agreement (Uluru Inc.)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities Notes in a manner that would require the registration under the Securities Act of the sale of the Securities Notes or the issuance of the Warrants or the Conversion Shares or Warrant Shares to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketPurchasers.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Wilson Holdings, Inc.), Securities Purchase Agreement (Wilson Holdings, Inc.)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities Units in a manner that would require the registration under the Securities Act of the sale of the Securities Units to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketPurchasers.
Appears in 2 contracts
Samples: Subscription Agreement (Nephros Inc), Subscription Agreement (Innovive Pharmaceuticals, Inc.)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or, if then listed or quoted on a Trading Market, that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Zone Mining LTD), Securities Purchase Agreement (Uni-Pixel)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities Securities, in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or Purchasers. The Company shall conduct its business in a manner so that would be integrated with it will not become subject to registration under the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketInvestment Company Act.
Appears in 2 contracts
Samples: Form of Securities Purchase Agreement (Man Shing Agricultural Holdings, Inc), Securities Purchase Agreement (Neoview Holdings Inc.)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities Shares or the Underlying Shares in a manner that would require the registration under the Securities Act of the sale of the Securities Shares or the Underlying Shares to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketPurchaser.
Appears in 2 contracts
Samples: Convertible Preferred Stock Purchase Agreement (Cytogen Corp), Convertible Preferred Stock Purchase Agreement (Uniview Technologies Corp)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale resale of the Securities to by the Purchasers Purchaser or that would be integrated with the offer or sale of the Securities for purposes of the applicable rules and regulations of any Trading Market.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Mach One Corp), Securities Purchase Agreement (Mach One Corp)
Integration. The Company shall not sell, offer for sale or solicit ----------- offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market.
Appears in 2 contracts
Samples: Securities Purchase Agreement (UC Hub Group Inc), Securities Purchase Agreement (Trinity Learning Corp)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketMarket if such integration would impair the exemptions relied upon in this offering or negatively impact the company’s ability to comply with its obligations hereunder.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Amarillo Biosciences Inc), Securities Purchase Agreement (Amarillo Biosciences Inc)
Integration. The Subject to Requisite Approvals, the Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Ramp Corp), Securities Purchase Agreement (Ramp Corp)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities Debentures, the Warrants, the Debenture Shares or the Warrant Shares in a manner that would require the registration under the Securities Act of the sale of the Securities Debentures, the Warrants, the Debenture Shares or the Warrant Shares to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketPurchaser.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Geron Corporation), Securities Purchase Agreement (Geron Corporation)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities Shares, Warrant Shares or APA Shares, in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers Shares, Warrant Shares or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketAPA Shares.
Appears in 2 contracts
Samples: Share Purchase Agreement (Tefron LTD), Share Purchase Agreement (Lieberman Martin)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Marketthe NASDAQ National Market or the Toronto Stock Exchange.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Forbes Medi Tech Inc), Securities Purchase Agreement (Forbes Medi Tech Inc)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities to the Purchasers in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations regulations, including, but not limited to, the stockholder approval requirements, of any Trading the Principal Market.
Appears in 2 contracts
Samples: Securities Purchase Agreement (GreenHunter Resources, Inc.), Securities Purchase Agreement (Authentidate Holding Corp)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers Holders or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market.
Appears in 2 contracts
Samples: Securities Exchange Agreement (Oxford Media, Inc.), Securities Exchange and Amendment Agreement (Gigabeam Corp)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the offer and sale of the Securities to the Purchasers Investor or in a manner that would be integrated with the offer or sale of the Securities for purposes of could violate any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any the applicable Trading Market.
Appears in 2 contracts
Samples: Security Agreement (NYXIO TECHNOLOGIES Corp), Securities Purchase Agreement (Marina Biotech, Inc.)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the any or all of such Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketSubscriber.
Appears in 2 contracts
Samples: Subscription Agreement (Centura Software Corp), Subscription Agreement (Xceed Inc)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated integrated, for purposes of the Securities Act and the rules and regulations thereunder, with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities Shares to be issued to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketPurchaser hereunder.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Cue Biopharma, Inc.), Stock Purchase Agreement (Cue Biopharma, Inc.)
Integration. The Company shall not sell, offer for sale or sale, solicit offers to buy or otherwise negotiate in respect of any security “security” (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities Shares to the Investors in a manner that would require the registration under the Securities Act of the sale of the Securities Shares to the Purchasers Investors or that would be integrated with the offer or sale result in any violation of the Securities for purposes of the rules and regulations of any Trading MarketAct.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (TerraForm Power, Inc.), Common Stock Purchase Agreement (TerraForm Power, Inc.)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Markettrading market in violation of the rules and regulations of the trading market.
Appears in 2 contracts
Samples: Escrow Agreement (Providence Service Corp), Note Purchase Agreement (Providence Service Corp)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities 1933 Act) that would be integrated with the offer or sale of the Securities in a manner that would require Units and the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities underlying Unit Shares and Warrants for purposes of the rules and regulations of any Trading Markettrading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.
Appears in 2 contracts
Samples: Subscription Agreement (Canopy Growth Corp), Subscription Agreement (Canopy Growth Corp)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities to the Purchasers in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any applicable Trading Market.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Oxford Media, Inc.), Securities Purchase Agreement (Gigabeam Corp)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketInvestor.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Advaxis, Inc.), Preferred Stock Purchase Agreement (Advaxis, Inc.)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of any of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale any of the Securities for purposes of the rules and regulations of any Trading MarketSecurities.
Appears in 2 contracts
Samples: Investment Agreement (Handy & Harman Ltd.), Investment Agreement (ModusLink Global Solutions Inc)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers Purchaser or that would be integrated with the offer or sale of the Securities for purposes of the applicable rules and regulations of any Trading Market.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Syzygy Entertainment LTD), Securities Purchase Agreement (Enlightened Gourmet, Inc.)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of or the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketSecurities.
Appears in 2 contracts
Samples: Security Agreement (Accelerated Pharma, Inc.), Securities Purchase Agreement (Accelerated Pharma, Inc.)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities Shares, in a manner that would require the registration under the Securities Act of the sale of the Securities Units, the Shares, the Warrants or the Warrant Shares to the Purchasers or Purchasers. The Company shall conduct its business in a manner so that would be integrated with it will not become subject to registration under the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketInvestment Company Act.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Osteologix, Inc.), Securities Purchase Agreement (Osteologix, Inc.)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities Series B Shares in a manner that would require the registration under the Securities Act of the sale of the Securities Series B Shares to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketInvestor.
Appears in 1 contract
Samples: Securities Purchase Agreement (Beacon Enterprise Solutions Group Inc)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities Debentures in a manner that would require the registration under the Securities Act of the sale of the Securities Debentures to the Purchasers or that would be integrated with the offer or sale of the Securities Debentures for purposes of the rules and regulations of any Trading Market.
Appears in 1 contract
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketSecurities.
Appears in 1 contract
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities to the Purchasers in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketMarket on which the Common Stock is listed or quoted.
Appears in 1 contract
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of any of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketPurchasers.
Appears in 1 contract
Samples: Securities Purchase and Option Agreement (Wherify Wireless Inc)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Purchased Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketPurchased Securities.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Petrosearch Energy Corp)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities any or all of such securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketSubscriber.
Appears in 1 contract
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or, if then listed or quoted on a Trading Market, that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market.
Appears in 1 contract
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities or the Accredited Investor Offering for purposes of the rules and regulations of any Trading Market.
Appears in 1 contract
Samples: Securities Purchase Agreement (Ecosphere Technologies Inc)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities Shares in a manner that would require the registration under the Securities Act of the sale of the Securities Shares to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketStockholders.
Appears in 1 contract
Samples: Stockholder Agreement (Spacedev Inc)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities Securities, in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or Purchaser. The Company shall conduct its business in a manner so that would be integrated with it will not become subject to registration under the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketInvestment Company Act.
Appears in 1 contract
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities to the Purchasers in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketMarket if such integration would cause the transactions contemplated by this Agreement to require approval of the Company’s shareholders.
Appears in 1 contract
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market.the
Appears in 1 contract
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities Shares in a manner that would require the registration under the Securities Act of the sale of the Securities Common Stock to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketPurchasers.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (TRC Companies Inc /De/)
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities Shares in a manner that would require the registration under the Securities Act of the sale of the Securities Shares or the issuance of the Warrants or any Warrant Shares to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketPurchasers.
Appears in 1 contract
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that the offer or sale of which would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers Offering or, if then listed or quoted on a trading market, that would be integrated with the offer or sale of the Securities Offering for purposes of the rules and regulations of any Trading Markettrading market.
Appears in 1 contract
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the any or all of such Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading MarketSubscriber.
Appears in 1 contract
Integration. The Company shall not sell, offer for sale or ----------- solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities Shares in a manner that would require the registration under the Securities Act of the sale of the Securities to Shares or the Purchasers or that would be integrated with the offer or sale issuance of the Securities for purposes of the rules and regulations of any Trading MarketWarrants pursuant hereto.
Appears in 1 contract
