No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its 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’ commission (other than for persons engaged by any Investor or its investment advisor) relating to or arising out of the issuance of the Securities pursuant to this Agreement. The Company shall pay, and hold each 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 for fees arising out of the issuance of the Securities pursuant to this Agreement.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Zoo Entertainment, Inc), Securities Purchase Agreement (Zoo Entertainment, Inc), Securities Purchase Agreement (Zoo Entertainment, Inc)
No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its 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’ commission ' commissions (other than for persons engaged by any Investor Buyer or its investment advisor) relating to or arising out of the issuance of the Securities pursuant to this Agreementtransactions contemplated hereby. The Company shall pay, and hold each Investor 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 for fees arising out of the issuance of the Securities pursuant to this Agreementclaim.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Aphton Corp), Securities Purchase Agreement (Maverick Oil & Gas, Inc.), Securities Purchase Agreement (Va Software Corp)
No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its 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’ commission ' SECs (other than for persons engaged by any Investor Buyer or its investment advisor) relating to or arising out of the issuance of the Securities pursuant to this Agreementtransactions contemplated hereby. The Company shall pay, and hold each Investor 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 for fees arising out of the issuance of the Securities pursuant to this Agreementclaim.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Biostar Pharmaceuticals, Inc.), Securities Purchase Agreement (China Power Equipment, Inc.), Securities Purchase Agreement (Biostar Pharmaceuticals, Inc.)
No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its 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’ commission commissions (other than for persons engaged by any Investor or its investment advisor) relating to or arising out of the issuance of the Securities pursuant to this Agreement. The Company shall pay, and hold each 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 claim for fees arising out of the issuance of the Securities pursuant to this Agreement.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Vyyo Inc), Securities Purchase Agreement (Vyyo Inc), Securities Purchase Agreement (Vyyo Inc)
No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its 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’ commission ' commissions (other than for persons engaged by any Investor Buyer or its investment advisor, or at the direction of any of them) relating to or arising out of the issuance of the Securities pursuant to this Agreementtransactions contemplated hereby. The Company shall pay, and hold each Investor 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 for fees arising out of the issuance of the Securities pursuant to this Agreementclaim.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Stemcells Inc), Securities Purchase Agreement (Stemcells Inc)
No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its 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’ commission (other than for persons engaged by any the Investor or its investment advisor) relating to or arising out of the issuance of the Securities pursuant to this Agreement. The Company shall pay, and hold each the 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 claim for fees arising out of the issuance of the Securities pursuant to this Agreement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Firstcity Financial Corp), Securities Purchase and Exchange Agreement (Luna Innovations Inc)
No General Solicitation; Placement Agent’s Fees. Neither the Company, nor nor, to the Company’s Knowledge, any of its 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 of 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’ commission (other than for persons Persons engaged by any Investor or its investment advisorPurchaser) relating to or arising out of the issuance of the Securities pursuant to this Agreement. The Company shall pay, and hold each Investor Purchaser 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 for fees arising out of the issuance of the Securities pursuant to this Agreement.
Appears in 2 contracts
Samples: Warrant Purchase Agreement (Umami Sustainable Seafood Inc.), Note and Warrant Purchase Agreement (Umami Sustainable Seafood Inc.)
No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its 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’ commission ' commissions (other than for persons engaged by any Investor Buyer or its investment advisoradvisors or agents) relating to or arising out of the issuance of the Securities pursuant to this Agreementtransactions contemplated hereby. The Company shall pay, and hold each Investor 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 for fees arising out of the issuance of the Securities pursuant to this Agreementclaim.
Appears in 1 contract
No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its 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’ commission ' commissions (other than for persons engaged by any Investor Buyer or its investment advisor) relating to or arising out of the issuance of the Securities pursuant to this Agreementtransactions contemplated hereby. The Company shall pay, and hold each Investor Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable attorney's attorneys' fees and out-of-pocket expenses) arising in connection with any such claim for fees arising out claim. The Company has not engaged the services of a placement agent or other financial advisor in connection with the sale of the issuance of the Securities pursuant to this AgreementSecurities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Sandell Asset Management Corp)
No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its the other Group Members or their 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 SecuritiesPreferred Shares. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commission (other than for persons engaged by any Investor or its investment advisor) commissions relating to or arising out of the issuance transactions contemplated hereby, provided that such fees or commissions arose out of actions taken by the Securities pursuant to this AgreementCompany. The Company shall pay, and hold each the 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 claim for fees arising out of the issuance of the Securities pursuant to this Agreementclaim.
Appears in 1 contract
Samples: Securities Purchase Agreement (Yongye International, Inc.)
No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its 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’ commission commissions (other than than, in each case, for persons engaged by any Investor or its investment advisor) relating to or arising out of the issuance of the Securities pursuant to this Agreementtransactions contemplated hereby. The Company shall pay, and hold each the 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 claim for fees arising out claim. The Company has not engaged any placement agent or other agent in connection with the sale of the issuance of the Securities pursuant to this AgreementShares.
Appears in 1 contract
Samples: Securities Purchase Agreement (Zap)
No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its 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’ commission commissions (other than for persons engaged by any Investor the Holder or its investment advisor) relating to or arising out of the issuance of the Securities pursuant to this Agreementtransactions contemplated hereby. The Company shall pay, and hold each Investor the Holder 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 for fees arising out claim. The Company has not engaged any placement agent or other agent in connection with the sale of the issuance of the Securities pursuant to this AgreementSecurities.
Appears in 1 contract
Samples: Warrant Agreement (CampusU)
No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its 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’ commission commissions (other than than, in each case, for persons engaged by any Investor or its investment advisor) relating to or arising out of the issuance of the Securities pursuant to this Agreementtransactions contemplated hereby. The Company shall pay, and hold each the 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 claim for fees arising out claim. The Company has not engaged any placement agent or other agent in connection with the sale of the issuance of the Securities pursuant to this AgreementSecurities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Zap)
No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its 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 and Warrant. The Company shall be responsible for the payment of any placement agent’s 's fees, financial advisory fees, or brokers’ commission ' commissions (other than than, in each case, for persons engaged by any Investor or its investment advisor) relating to or arising out of the issuance of the Securities pursuant to this Agreementtransactions contemplated hereby. The Company shall pay, and hold each the 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 for fees arising out claim. The Company has not engaged any placement agent or other agent in connection with the sale of the issuance of the Securities pursuant to this AgreementNote and Warrant.
Appears in 1 contract
Samples: Senior Secured Convertible Note and Warrant Purchase Agreement (Zap)