No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the Securities.
Appears in 11 contracts
Samples: Securities Purchase Agreement (Class Over Inc. / DE), Securities Purchase Agreement (Battery Future Acquisition Corp.), Securities Purchase Agreement (Alterola Biotech Inc.)
No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Subsidiaries or affiliatesAffiliates, 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer Purchaser or its investment advisor, if any) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer Purchaser harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither The Company acknowledges that it has engaged Xxxxx and Company as its exclusive placement agent (the “Agent”) in connection with the sale of the Securities. Other than the Agent, the Company nor any of its Subsidiaries has not engaged any placement agent or other agent in connection with the offer or sale of the Securities.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Earth Biofuels Inc), Securities Purchase Agreement (Earth Biofuels Inc), Securities Purchase Agreement (Earth Biofuels Inc)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither the The Company nor any of its Subsidiaries has not engaged any placement agent or other agent in connection with the offer or sale of the Securities.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Microvision Inc), Securities Purchase Agreement (Microvision Inc), Securities Purchase Agreement (Universal Food & Beverage Compny)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s 's fees, financial advisory fees, or brokers’ ' commissions (other than for Persons persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s 's fees and out-of-pocket expenses) arising in connection with any such claim. Neither the The Company nor any of its Subsidiaries has not engaged any placement agent or other agent in connection with the offer or sale of the Securities.
Appears in 4 contracts
Samples: Note Purchase Agreement (Alpha Energy Inc), Note Purchase Agreement (Alpha Energy Inc), Note Purchase Agreement (Alpha Energy Inc)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby, in connection with the sale of the Securities. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the Securities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Biotricity Inc.), Securities Purchase Agreement (Jet.AI Inc.), Securities Purchase Agreement (Biotricity Inc.)
No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Subsidiaries or affiliatesAffiliates, 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions commission (other than for Persons persons engaged by any Buyer Investor or its investment advisor) relating to or arising out of the transactions contemplated herebyissuance of the Securities pursuant to this Agreement. The Company shall pay, and hold each Buyer Investor 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. Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale claim for fees arising out of the Securitiesissuance of the Securities pursuant to this Agreement.
Appears in 4 contracts
Samples: Securities Purchase Agreement (NanoVibronix, Inc.), Securities Purchase Agreement (NanoVibronix, Inc.), Securities Purchase Agreement (NanoVibronix, Inc.)
No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Subsidiaries or affiliatesAffiliates, 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 SecuritiesCommon Shares. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions commission (other than for Persons persons engaged by any Buyer Investor or its investment advisor) relating to or arising out of the transactions contemplated herebyissuance of the Common Shares pursuant to this Agreement. The Company shall pay, and hold each Buyer Investor 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 claimclaim for fees arising out of the issuance of the Common Shares pursuant to this Agreement. Neither the The Company nor any of its Subsidiaries acknowledges that it has not engaged any placement agent or other agent in connection with the offer or sale of the SecuritiesCommon Shares.
Appears in 4 contracts
Samples: Share Purchase Agreement (Cortendo AB), Share Purchase Agreement (Cortendo AB), Share Purchase Agreement (Cortendo AB)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s 's fees, financial advisory fees, or brokers’ ' commissions (other than for Persons persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each the Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s 's fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the Securities.
Appears in 4 contracts
Samples: Stock Purchase Agreement (China Intelligence Information Systems Inc.), Stock Purchase Agreement (China VoIP & Digital Telecom Inc.), Stock Purchase Agreement (China VoIP & Digital Telecom Inc.)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged commissions, in each case with respect to Person’s retained by any Buyer or the Company and acting on its investment advisor) behalf, relating to or arising out of the transactions contemplated herebyby the Transaction Documents. The Company shall pay, and hold each Buyer the Investor harmless against, any liability, loss or expense (including, without limitation, attorney’s 's fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or and sale of any of the SecuritiesSecurities contemplated by the Transaction Documents.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Dolphin Entertainment, Inc.), Securities Purchase Agreement (Dolphin Entertainment, Inc.), Securities Purchase Agreement (Dolphin Entertainment, Inc.)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither The Company acknowledges that neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the Securities.
Appears in 3 contracts
Samples: Securities Purchase Agreement (OneMedNet Corp), Securities Purchase Agreement (OneMedNet Corp), Securities Purchase Agreement (Data Knights Acquisition Corp.)
No General Solicitation; Placement Agent’s Fees. Neither the Company, 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 SecuritiesCommon Shares. The Company shall be responsible for the payment of any There are no placement agent’s agent fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by or on behalf of any Buyer or its investment advisor) relating to or arising out of the transactions contemplated herebyhereby in connection with the sale of the Common Shares. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither the The Company nor any of its Subsidiaries has not engaged any placement agent or other agent in connection with the offer or sale of the SecuritiesCommon Shares.
Appears in 3 contracts
Samples: Common Stock Purchase Agreement (Liquidia Corp), Common Stock Purchase Agreement (Liquidia Corp), Common Stock Purchase Agreement (Liquidia Corp)
No General Solicitation; Placement Agent’s Fees. 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 SecuritiesSubscribed Shares. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer Subscriber or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, pay and hold each Buyer Subscriber harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company Company, nor SPAC, nor any of its their respective Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the SecuritiesSubscribed Shares.
Appears in 3 contracts
Samples: Subscription Agreement (Qt Imaging Holdings, Inc.), Subscription Agreement (GigCapital5, Inc.), Subscription Agreement (GigCapital5, Inc.)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither Except as set forth in Schedule 3(g), the Company nor any of its Subsidiaries has not engaged any placement agent or other agent in connection with the offer or sale of the Securities.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Dipexium Pharmaceuticals, LLC), Securities Purchase Agreement (Dipexium Pharmaceuticals, LLC), Securities Purchase Agreement (Dipexium Pharmaceuticals, LLC)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s 's fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (TimefireVR Inc.), Securities Purchase Agreement (TimefireVR Inc.)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than than, in each case, for Persons persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither The Company acknowledges that it has engaged Banc of America Securities as placement agent (the “Agent”) in connection with the sale of the Securities. Other than the Agent, the Company nor any of its Subsidiaries has not engaged any placement agent or other agent in connection with the offer or sale of the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Avanex Corp), Securities Purchase Agreement (Avanex Corp)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither The Company acknowledges that it has engaged the Agent as placement agent in connection with the sale of the Securities. Other than the Agent, neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (NGAS Resources Inc), Securities Purchase Agreement (Telkonet Inc)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s 's fees, financial advisory fees, or brokers’ ' commissions (other than for Persons persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s 's fees and out-of-pocket expenses) arising in connection with any such claim. Neither the The Company nor any of its Subsidiaries acknowledges that it has not engaged any placement agent or other agent in connection with the offer or sale of the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Commtouch Software LTD), Securities Purchase Agreement (Commtouch Software LTD)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither The Company acknowledges that it has engaged the Placement Agent in connection with the sale of the Securities. Other than the Placement Agent, the Company nor any of its Subsidiaries has not engaged any placement agent or other agent in connection with the offer or sale of the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Metalico Inc), Securities Purchase Agreement (Metalico Inc)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither The Company acknowledges that it has engaged Xxxxxxx Capital as placement agent (the “Placement Agent”) in connection with the sale of the Securities. Other than the Placement Agent, the Company nor any of its Subsidiaries has not engaged any placement agent or other agent in connection with the offer or sale of the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Amish Naturals, Inc.), Securities Purchase Agreement (Amish Naturals, Inc.)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons persons engaged by any a Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither Except as set forth in Schedule 2(f), neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the Securities.
Appears in 2 contracts
Samples: Unit Purchase Agreement (Bonds.com Group, Inc.), Unit Purchase Agreement (Bonds.com Group, Inc.)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer Investor or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer Investor harmless against, any liability, loss or expense (including, without limitation, attorney’s attorneys’ fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries has engaged any placement agent agent, broker, finder, or other agent in connection with the offer or sale of the Securities.
Appears in 2 contracts
Samples: Purchase Agreement (SRIVARU Holding LTD), Purchase Agreement (Alpine 4 Holdings, Inc.)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither the The Company nor any of its Subsidiaries has not engaged any placement agent or other agent in connection with the offer or sale of the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (China Automotive Systems Inc), Securities Purchase Agreement (Mdi, Inc.)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s 's fees, financial advisory fees, or brokers’ ' commissions (other than for Persons persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s 's fees and out-of-pocket expenses) arising in connection with any such claim. Neither the The Company nor any of its Subsidiaries has not engaged any placement agent or other agent in connection with the offer or sale of the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Smart Video Technologies Inc), Securities Purchase Agreement (Raptor Networks Technology Inc)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons persons engaged by any the Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each the Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither Except as set forth in Schedule 2(f), neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the Securities.
Appears in 2 contracts
Samples: Unit Purchase Agreement (Bonds.com Group, Inc.), Unit Purchase Agreement (Bonds.com Group, Inc.)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s 's fees, financial advisory fees, or brokers’ ' commissions (other than for Persons persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s 's fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Eon Communications Corp), Securities Purchase Agreement (Advanced Cannabis Solutions, Inc.)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither Except as set forth in Schedule 3(g), the Company nor any of its Subsidiaries has not engaged any placement agent or other agent in connection with the offer or sale of the SecuritiesCompany’s debt or equity securities for financing purposes.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Smart Video Technologies Inc), Securities Purchase Agreement (Smart Video Technologies Inc)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any the Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each the Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s reasonable and documented fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Enerpulse Technologies, Inc.), Securities Purchase Agreement (Enerpulse Technologies, Inc.)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated herebyhereby in connection with the sale of the Securities. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (FTC Solar, Inc.), Securities Purchase Agreement (Roadzen Inc.)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither The Company acknowledges that it has engaged Xxxx Capital Partners LLC as placement agent (the “Agent”) in connection with the sale of the Securities. Other than the Agent, neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Think Partnership Inc), Securities Purchase Agreement (Think Partnership Inc)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated herebyhereby in connection with the sale of the Securities, if any. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s 's fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (ARJ Consulting, LLC), Securities Purchase Agreement (Verus International, Inc.)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither Other than engaging Xxxxxx & Xxxxxxx, Inc. as placement agent (the “Agent”), the Company nor any of its Subsidiaries has not engaged any placement agent or other agent in connection with the offer or sale of the SecuritiesNotes and the Warrants.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Supergen Inc), Securities Purchase Agreement (Supergen Inc)
No General Solicitation; Placement Agent’s Fees. 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 offer, issuance and sale of the SecuritiesWarrants and Warrant Shares. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated herebyby the Transaction Documents. The Company shall pay, and hold each the Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s 's fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or and sale of any of the SecuritiesSecurities contemplated by the Transaction Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (Aridis Pharmaceuticals, Inc.)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons persons engaged by any Buyer a Holder or its such Holder’s investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer Holder harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither Except as set forth in Schedule 2(f), neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the Securities.
Appears in 1 contract
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither the The Company nor any of its Subsidiaries has not engaged any placement agent or other agent in connection with the offer or sale of the SecuritiesNotes and the Warrants.
Appears in 1 contract
Samples: Securities Purchase Agreement (Vaso Active Pharmaceuticals Inc)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer Investor or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer Investor harmless against, any liability, loss or expense (including, without limitation, attorney’s attorneys’ fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries has engaged any placement agent agent, broker, finder, or other agent in connection with the offer or sale of the SecuritiesSecurities except as set forth on Schedule 4(z).
Appears in 1 contract
Samples: Purchase Agreement (Agrify Corp)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer the Investors or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer of the Investors harmless against, any liability, loss or expense (including, without limitation, reasonable and documented attorney’s fees and out-of-of- pocket expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the Securities.
Appears in 1 contract
Samples: Warrant Amendment and Plan of Reorganization Agreement (Marrone Bio Innovations Inc)
No General Solicitation; Placement Agent’s Fees. 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 SecuritiesCommon Shares. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated herebyhereby in connection with the sale of the Common Shares. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the SecuritiesCommon Shares.
Appears in 1 contract
Samples: Securities Purchase Agreement (Altair Engineering Inc.)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s 's fees, financial advisory fees, or brokers’ ' commissions (other than for Persons persons engaged by any the Buyer or its investment advisoradvisor for which the Buyer shall be solely responsible and which the Buyer agrees to promptly pay) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each the Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s 's fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the Securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Interpharm Holdings Inc)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, pay and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company Company, nor SPAC, nor any of its their respective Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the Securities.
Appears in 1 contract
No General Solicitation; Placement Agent’s Fees. Neither the CompanySeller, 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 Seller shall be responsible for the payment of any placement agent’s 's fees, financial advisory fees, or brokers’ ' commissions (other than for Persons persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company Seller shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s 's fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries The Seller has not engaged any placement agent or other agent in connection with the offer or sale of the SecuritiesUnits.
Appears in 1 contract
Samples: Membership Purchase Agreement (Insight Management Corp)
No General Solicitation; Placement Agent’s Fees. Neither None of 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer the Buyers or its their investment advisoradvisors) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither the The Company nor any 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
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer Holder or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer Holder harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither the The Company nor any 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: Securities Subscription Agreement (Fusion Fuel Green PLC)
No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Subsidiaries or affiliates, nor to its knowledge 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the Securities, except for Spartan Capital Securities, LLC (“Spartan”) as reflected on Schedule 3(g).
Appears in 1 contract
No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Subsidiaries or affiliatesAffiliates, 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 SecuritiesShares. The Company shall be responsible for the payment of any There are no placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged that will be payable by the Company or any Buyer or its investment advisor) Subsidiaries or Affiliates relating to or arising out of the transactions contemplated hereby, in connection with the sale of the Shares. The Company shall pay, and hold each Buyer the Purchaser harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the SecuritiesShares.
Appears in 1 contract
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s 's fees, financial advisory fees, or brokers’ ' commissions (other than for Persons persons engaged by any Buyer Investor or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer Investor harmless against, any liability, loss or expense (including, without limitation, attorney’s attorneys' fees and out-of-pocket expenses) arising in connection with any such claim. Neither The Company acknowledges that it has engaged Gottbetter Capital Finance, LLC to structure the transaction in connection with the exchange of the Securities. The Company nor any of its Subsidiaries has not engaged any placement agent or other agent in connection with the offer or sale exchange of the Securities.
Appears in 1 contract
Samples: Securities Exchange Agreement (Charys Holding Co Inc)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons persons engaged by any Buyer Purchaser or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer Purchaser harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither the The Company nor any 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: Securities Purchase Agreement (Surge Global Energy, Inc.)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated herebyhereby in connection with the sale of the Securities, if any. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the Securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Verus International, Inc.)
No General Solicitation; Placement Agent’s Fees. Neither None of the Company, nor any of its Subsidiaries or affiliates, nor or 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 of the 0000 Xxx) in connection with the offer or sale of the SecuritiesNotes. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither the The Company nor any of its Subsidiaries has not engaged any placement agent or other agent in connection with the offer or sale of the SecuritiesNotes.
Appears in 1 contract
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s 's fees, financial advisory fees, or brokers’ ' commissions (other than for Persons persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s 's fees and out-of-pocket expenses) arising in connection with any such claim. Neither The Company acknowledges that it has engaged Lazard Freres & Co. LLC, BMO Capital Markets and Scotia Capital Inc. as placement agents (the "Agents") in connection with the sale of the Securities. Other than the Agents, the Company nor any 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
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s 's fees, financial advisory fees, or brokers’ ' commissions (other than for Persons persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s 's fees and out-of-pocket expenses) arising in connection with any such claim. Neither The Company acknowledges that it has engaged BMO Capital Markets Corp. as placement agent (the "Placement Agent") in connection with the sale of the Securities. Other than the Placement Agent, the Company nor any 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: Securities Purchase Agreement (Broadcast International Inc)
No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Subsidiaries or affiliatesAffiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of as defined in Regulation D) in connection with the offer or sale of the Securities. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions commission (other than for Persons persons engaged by any Buyer Investors or its their respective investment advisoradvisors) relating to or arising out of the transactions contemplated herebyissuance of the Securities pursuant to this Agreement. The Company shall pay, and hold each Buyer the Investors harmless against, any liability, loss or expense (including, without limitation, reasonable attorney’s 's fees and out-of-pocket expenses) arising in connection with any such claimclaim for fees arising out of the issuance of the Securities pursuant to this Agreement. Neither the The Company nor any 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
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby, including, without limitation, in connection with the sale of the Securities. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the Securities.
Appears in 1 contract
No General Solicitation; Placement Agent’s Fees. 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 SecuritiesShares. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons persons engaged by any Buyer a Holder or its such Holder’s investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer Holder harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither Except as set forth in Schedule 2(f), neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the SecuritiesShares.
Appears in 1 contract
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither the The Company nor any of its Subsidiaries has engaged any may engage a placement agent or other agent (the “Agent”) in connection with the offer or sale of the SecuritiesPreferred Shares and the Warrants.
Appears in 1 contract
Samples: Securities Purchase Agreement (I2 Telecom International Inc)
No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Subsidiaries or affiliatesAffiliates, 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 SecuritiesShares. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions commission (other than for Persons persons engaged by any Buyer Investor or its investment advisor) relating to or arising out of the transactions contemplated herebyissuance of the Shares pursuant to this Agreement. The Company shall pay, and hold each Buyer Investor harmless against, any liability, loss or expense (including, without limitation, reasonable attorney’s 's fees and out-of-pocket expenses) arising in connection with any such claimclaim for fees arising out of the issuance of the Shares pursuant to this Agreement. Neither Notwithstanding the foregoing, the Company nor any of its Subsidiaries has not engaged any placement agent or other agent in connection with the offer or sale of the SecuritiesShares.
Appears in 1 contract
Samples: Securities Purchase Agreement (Pioneer Power Solutions, Inc.)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s 's fees, financial advisory fees, or brokers’ ' commissions (other than for Persons persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s 's fees and out-of-pocket expenses) arising in connection with any such claim. Neither Other than the Placement Agents, the Company nor any 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: Securities Purchase Agreement (Genesis Biopharma, Inc)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither Except as set forth on Schedule 3(h), the Company nor any 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: Securities Purchase Agreement (City Language Exchange Inc)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s 's fees, financial advisory fees, or brokers’ ' commissions (other than for Persons persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s 's fees and out-of-pocket expenses) arising in connection with any such claim. Neither the The Company nor any of its Subsidiaries acknowledges that it has not engaged any placement agent or other agent in connection with the offer or sale of the SecuritiesNotes and the Warrants.
Appears in 1 contract
Samples: Securities Purchase Agreement (Commtouch Software LTD)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s 's fees, financial advisory fees, or brokers’ ' commissions (other than for Persons persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable attorney’s 's fees and out-of-pocket expenses) arising in connection with any such claim. Neither The Company acknowledges that it has engaged Xxxxxxxx Curhan Ford & Co. as placement agent (the "Placement Agent") in connection with the sale of the Securities. Other than the Placement Agent, the Company nor any 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
No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Subsidiaries Subsidiaries, if any, 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any the Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby, in connection with the sale of the Securities. The Company shall pay, and hold each the Buyer 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. Neither the The Company nor any 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: Securities Purchase Agreement (Medicine Man Technologies, Inc.)
No General Solicitation; Placement Agent’s Fees. 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 SecuritiesNotes. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s 's fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the SecuritiesNotes.
Appears in 1 contract
Samples: Note Purchase Agreement (Innovate Biopharmaceuticals, Inc.)
No General Solicitation; Placement Agent’s Fees. 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 DD of the Securities Act) in connection with the offer or sale of the SecuritiesNotes. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons persons engaged by any Buyer Holder or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer Holder harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither the The Company nor any of its Subsidiaries has not engaged any placement agent or other agent in connection with the offer or sale of the SecuritiesNotes.
Appears in 1 contract
Samples: Note Purchase Agreement (Synvista Therapeutics, Inc.)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither The Company acknowledges that it has engaged Rxxx Capital Partners LLC as placement agent (the “Agent”) in connection with the sale of the Securities. Other than the Agent, neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the Securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Magnetar Capital Partners LP)
No General Solicitation; Placement Agent’s Fees. 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 offer, issuance and sale of the Series E and Series N Securities. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated herebyby the Transaction Documents. The Company shall pay, and hold each the Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s 's fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or and sale of any of the SecuritiesSecurities contemplated by the Transaction Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cardiff Oncology, Inc.)
No General Solicitation; Placement Agent’s Fees. 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 SecuritiesNote. The Company shall be responsible for the payment of any placement agent’s 's fees, financial advisory fees, or brokers’ ' commissions (other than for Persons engaged by any Buyer the Investor or its investment advisor) relating to or arising out of the transactions contemplated herebyhereby in connection with the sale of the Note. The Company shall pay, and hold each Buyer the Investor harmless against, any liability, loss or expense (including, without limitation, attorney’s 's fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries has engaged any other placement agent or other agent in connection with the offer or sale of the SecuritiesNote.
Appears in 1 contract
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither The Company acknowledges that it has engaged Lazard Freres & Co. LLC, BMO Capital Markets and Scotia Capital Inc. as placement agents (the “Agents”) in connection with the sale of the Securities. Other than the Agents, the Company nor any 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
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer the Investors or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer of the Investors harmless against, any liability, loss or expense (including, without limitation, reasonable and documented attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the Securities.
Appears in 1 contract
Samples: Warrant Exchange Agreement (Marrone Bio Innovations Inc)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s attorneys’ fees and out-of-pocket expenses) arising in connection with any such claim. Neither Except as set forth on Schedule 3(g), neither the Company nor any of its Subsidiaries has engaged any placement agent agent, broker, finder, or other agent in connection with the offer or sale of the Securities.
Appears in 1 contract
Samples: Debenture Purchase Agreement (Remark Holdings, Inc.)
No General Solicitation; Placement Agent’s Fees. 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 Securities. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the Securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Windtree Therapeutics Inc /De/)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claimclaim (other than for claims made by Persons engaged by any Buyer). Neither The Company acknowledges that it has engaged Antaeus Capital, Inc. as placement agent (the “Agent”) in connection with the sale of the Securities. Other than the Agent, neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the Securities.
Appears in 1 contract
No General Solicitation; Placement Agent’s Fees. 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 SecuritiesShares. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated herebyhereby in connection with the sale of the Shares, if any. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s 's fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the SecuritiesShares.
Appears in 1 contract
Samples: Securities Purchase Agreement (ARJ Consulting, LLC)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s 's fees, financial advisory fees, or brokers’ ' commissions (other than for Persons persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s 's fees and out-of-pocket expenses) arising in connection with any such claim. Neither The Company acknowledges that it has engaged America's Growth Capital, LLC as placement agent (the "Placement Agent") in connection with the sale of the Securities. Other than the Placement Agent, the Company nor any 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: Securities Purchase Agreement (China VoIP & Digital Telecom Inc.)
No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Subsidiaries or affiliatesAffiliates, 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither the The Company nor any 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: Securities Purchase Agreement (Unigene Laboratories Inc)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither the The Company nor any of its Subsidiaries has not engaged any placement agent or other agent in connection with the offer or sale of the SecuritiesPreferred Shares and the Warrants.
Appears in 1 contract
Samples: Securities Purchase Agreement (Commerce One Inc / De/)
No General Solicitation; Placement Agent’s Fees. 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 SecuritiesShares. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated herebyhereby in connection with the sale of the Shares, if any. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the SecuritiesShares.
Appears in 1 contract
Samples: Securities Purchase Agreement (Verus International, Inc.)
No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Subsidiaries or affiliatesAffiliates, 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 SecuritiesShares. The Company shall be responsible for the payment of any There are no placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged that will be payable by the Company or any Buyer or its investment advisor) Subsidiaries or Affiliates relating to or arising out of the transactions contemplated hereby, in connection with the sale of the Shares. The Company shall pay, and hold each the Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the SecuritiesShares.
Appears in 1 contract
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim, except as a result of a breach or inaccuracy in the representations and warranties of the applicable Buyer set forth in Section 2 above. Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the Securities.
Appears in 1 contract
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither the The Company nor any 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: Securities Purchase Agreement (GreenHunter Energy, Inc.)
No General Solicitation; Placement Agent’s Fees. Neither the Company, the Bank nor any of its Subsidiaries or affiliatesAffiliates, 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 SecuritiesPurchased Shares. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons persons engaged by any Buyer Purchaser or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer Purchaser harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries the Bank has engaged any placement agent agent, broker or other agent in connection with the offer or sale of the SecuritiesPurchased Shares.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Pacific Mercantile Bancorp)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer or its investment advisor, if any) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither the The Company nor any 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
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons persons engaged by any a Buyer or its such Buyer’s investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither Except as set forth in Schedule 2(f), neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the Securities.
Appears in 1 contract
No General Solicitation; Placement Agent’s Fees. 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) D in connection with the offer or sale of the Securities. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any the Buyer or its investment advisor) advisor relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each the Buyer harmless against, any liability, loss or expense (expense, including, without limitation, attorney’s fees and out-of-pocket expenses) , arising in connection with any such claim. Neither The Company acknowledges that it has engaged Xxxxxx X. Xxxxxxxx Law Firm to structure the transaction in connection with the sale of the Securities. The Company nor any 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: Securities Purchase Agreement (Global Earth Energy, Inc.)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the Securities.
Appears in 1 contract
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s attorneys’ fees and out-of-pocket expenses) arising in connection with any such claim. Neither The Company has not engaged the Company nor any services of its Subsidiaries has engaged any a placement agent or other agent financial advisor in connection with the offer or sale of the Securities.
Appears in 1 contract
No General Solicitation; Placement Agent’s Fees. Neither the CompanySeller, 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 Seller shall be responsible for the payment of any placement agent’s 's fees, financial advisory fees, or brokers’ ' commissions (other than for Persons persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company Seller shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s 's fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries The Seller has not engaged any placement agent or other agent in connection with the offer or sale of the SecuritiesShares.
Appears in 1 contract
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s 's fees, financial advisory fees, or brokers’ ' commissions (other than for Persons persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s 's fees and out-of-pocket expenses) arising in connection with any such claim. Neither The Company acknowledges that it has engaged an investment bank of international standing and reputation as placement agent (the "Agent") in connection with the sale of the Securities. Other than the Agent, neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the Securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Devcon International Corp)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-of- pocket expenses) arising in connection with any such claim. Neither the The Company nor any 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
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither the The Company nor any of its Subsidiaries has engaged any Susquehanna Financial Group, LLLP as placement agent or other agent and may name additional placement agents in connection with the offer or sale of the Securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Accentia Biopharmaceuticals Inc)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s attorneys’ fees and out-of-pocket expenses) arising in connection with any such claim. Neither Except as set forth on Schedule 3(g), neither the Company nor any of its Subsidiaries has engaged any placement agent agent, broker, finder or other agent in connection with the offer or sale of the Securities.
Appears in 1 contract
No General Solicitation; Placement Agent’s Fees. Neither None of the Company, nor any of its Subsidiaries or affiliates, nor or 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 of the 0000 Xxx) in connection with the offer or sale of the SecuritiesNotes. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither The Company acknowledges that it has engaged the placement agent set forth on Schedule 3(g) in connection with the sale of the Notes. The Company nor any of its Subsidiaries has not otherwise engaged any placement agent or other agent in connection with the offer or sale of the SecuritiesNotes.
Appears in 1 contract
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s 's fees, financial advisory fees, or brokers’ ' commissions (other than for Persons persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s 's fees and out-of-pocket expenses) arising in connection with any such claim. Neither the The Company nor any of its Subsidiaries acknowledges that it has not engaged any placement agent or other agent in connection with the offer or sale of the Securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (G Iii Apparel Group LTD /De/)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s attorneys’ fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries has engaged any placement agent agent, broker, finder, or other agent in connection with the offer or sale of the Securities.
Appears in 1 contract
Samples: Debenture Purchase Agreement (Remark Holdings, Inc.)
No General Solicitation; Placement Agent’s Fees. 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 be responsible for the payment of any placement agent’s 's fees, financial advisory fees, or brokers’ ' commissions (other than for Persons persons engaged by any Buyer Purchaser or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer Purchaser harmless against, any liability, loss or expense (including, without limitation, attorney’s 's fees and out-of-pocket expenses) arising in connection with any such claim. Neither the The Company nor any 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: Securities Purchase Agreement (Surge Global Energy, Inc.)
