Common use of No General Solicitation; Placement Agent Clause in Contracts

No General Solicitation; Placement Agent. Neither the Company, nor any of its subsidiaries or affiliates, nor any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities. The Company shall pay, and hold the Purchaser harmless against, any liability, loss or expense (including, without limitation, reasonable attorney's fees and out-of-pocket expenses) arising in connection with any such claim. The Company has not engaged any placement agent or other agent in connection with the sale of the Securities.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Pimi Agro Cleantech, Inc.), Securities Purchase Agreement (Gen 2 Media CORP), Securities Purchase Agreement (Vanity Events Holding, Inc.)

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No General Solicitation; Placement Agent. Neither the Company, nor any of its subsidiaries the Company Subsidiaries or affiliatesAffiliates, nor any person Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities. The Company shall pay, and hold the Purchaser harmless against, any liability, loss or expense (including, without limitation, reasonable attorney's fees and out-of-pocket expenses) arising in connection with any such claim. The Company has not engaged any placement agent or other agent in connection with the sale of the Securities.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Ener1 Inc), Securities Purchase Agreement (Ener1 Inc), Securities Purchase Agreement (Ener1 Inc)

No General Solicitation; Placement Agent. Neither the Company, nor any of its subsidiaries or affiliates, nor any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation DD under the Securities Act) in connection with the offer or sale of the SecuritiesShares. The Company shall pay, and hold the Purchaser harmless against, any liability, loss or expense (including, without limitation, reasonable attorney's fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it has not engaged any a placement agent or other agent in connection with the sale of the SecuritiesShares.

Appears in 2 contracts

Samples: Series B Preferred Stock Purchase Agreement (Digital River Inc /De), Series B Preferred Stock Purchase Agreement (Intraware Inc)

No General Solicitation; Placement Agent. Neither the Company, nor any of its subsidiaries Subsidiaries or affiliates, nor any person Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities. The Neither the Company shall pay, and hold the Purchaser harmless against, nor any liability, loss or expense (including, without limitation, reasonable attorney's fees and out-of-pocket expenses) arising in connection with any such claim. The Company of its Subsidiaries has not engaged any placement agent or other agent in connection with the sale of the Securities.

Appears in 2 contracts

Samples: Securities Purchase Agreement, Securities Purchase Agreement (Inventergy Global, Inc.)

No General Solicitation; Placement Agent. Neither the Company, nor any of its subsidiaries or affiliates, nor any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation DD under the 0000 Xxx) in connection with the offer or sale of the SecuritiesShares. The Company shall pay, and hold the Purchaser harmless against, any liability, loss or expense (including, without limitation, reasonable attorney's fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it has not engaged any a placement agent or other agent in connection with the sale of the SecuritiesShares.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Intraware Inc), Common Stock Purchase Agreement (Intraware Inc)

No General Solicitation; Placement Agent. Neither the Company, nor any of its subsidiaries or affiliatesAffiliates, nor any person Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation DD promulgated under the Securities Act) in connection with the offer or sale of the SecuritiesShares. The Company shall payOther than the Placement Agent, and hold the Purchaser harmless against, any liability, loss or expense (including, without limitation, reasonable attorney's fees and out-of-pocket expenses) arising in connection with any such claim. The Company has not engaged any placement agent or other agent in connection with the sale of the SecuritiesShares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Lipid Sciences Inc/)

No General Solicitation; Placement Agent. Neither the Company, nor any of its subsidiaries or affiliates, nor any person Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities. The Neither the Company shall pay, and hold the Purchaser harmless against, any liability, loss or expense (including, without limitation, reasonable attorney's fees and out-of-pocket expenses) arising in connection with any such claim. The Company nor its Subsidiary has not engaged any placement agent agent, financial advisor, broker or other agent in connection with the transactions contemplated by the Transaction Documents, including, without limitation, the sale of the Securities.

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase Agreement (Patient Safety Technologies, Inc)

No General Solicitation; Placement Agent. Neither the Company, nor any of its subsidiaries or affiliatesAffiliates, nor any person Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities. The Company shall payExcept as set forth in Schedule 3.1(l), and hold the Purchaser harmless against, any liability, loss or expense (including, without limitation, reasonable attorney's fees and out-of-pocket expenses) arising in connection with any such claim. The Company has not engaged any placement agent or other agent in connection with the sale of the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (GRANDPARENTS.COM, Inc.)

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No General Solicitation; Placement Agent. Neither the Company, nor any of its subsidiaries Subsidiaries or affiliates, nor any person Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities. The Neither the Company shall pay, and hold the Purchaser harmless against, nor any liability, loss or expense (including, without limitation, reasonable attorney's fees and out-of-pocket expenses) arising in connection with any such claim. The Company of its Subsidiaries has not engaged any placement agent or other agent in connection with the offer or sale of the Securities.

Appears in 1 contract

Samples: Senior Secured Note Purchase Agreement (Berenson Acquisition Corp. I)

No General Solicitation; Placement Agent. Neither the Company, nor any of its subsidiaries or affiliates, nor any person Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities. The Company shall pay, and hold acknowledges that it has engaged Sunrise Securities Corp. as placement agent (the Purchaser harmless against, any liability, loss or expense (including, without limitation, reasonable attorney's fees and out-of-pocket expenses"PLACEMENT AGENT") arising in connection with any such claimthe sale of the Securities. The Other than the Placement Agent, the Company has not engaged any placement agent or other agent in connection with the sale of the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Dusa Pharmaceuticals Inc)

No General Solicitation; Placement Agent. Neither the Company, nor any of its subsidiaries or affiliates, nor any person Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities. The No broker’s, finder’s or placement agent fee or commission will be payable to any Person retained by, or on behalf of, the Company shall pay, and hold with respect to the Purchaser harmless against, any liability, loss or expense transactions contemplated herein (including, without limitation, reasonable attorney's fees and out-of-pocket expenses) arising in connection with any such claim. The Company has not engaged any placement agent or other agent in connection with the sale of the SecuritiesPreferred Shares and the Warrants).

Appears in 1 contract

Samples: Securities Purchase Agreement (Artemis International Solutions Corp)

No General Solicitation; Placement Agent. Neither the Company, nor any of its subsidiaries Subsidiaries or affiliates, nor any person Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities. The Company shall payacknowledges that it has engaged Xxxxxxxxx & Company, and hold Inc. as its exclusive placement agent (the Purchaser harmless against, any liability, loss or expense (including, without limitation, reasonable attorney's fees and out-of-pocket expenses“Agent”) arising in connection with the sale of the Securities. Other than the Agent, neither the Company nor any such claim. The Company of its Subsidiaries has not engaged any placement agent or other agent in connection with the sale of the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Power Medical Interventions, Inc.)

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